Doctor Who
by Jenna Cassie Herdz
Summary: This is my 2.0 series. Some of my favorite episodes redone with my own character Olivia Felton as the Doctor's companion. This is for anyone who knows the story of the Doctor and Olivia, or Whovians who would love to see just how different some of these episodes would've turned out if the companion had been completely different. For a bit of fun. Enjoy!
1. The End of the World

_**The End of the World 2.0**_

"Right then, Olivia Felton," the Doctor smirked, standing at the console of the TARDIS with a crystal-looking ball in his hand. "You tell me. Where do you want to go? Backwards or forwards in time. It's your choice. What's it gonna be?"

Olivia bit her lower lip in thought as she leaned forward on the edge of the console, flipping her raven hair over her shoulder as her jade gaze darted over its surface before landing on him again.

"Forwards!" she finally grinned and watched the Doctor set the ball down then press two buttons before he turned back to her.

"How far?" he asked her.

"Uh…a hundred years," she smiled then watched him roll a wheel, lift a lever and turn a dial, the TARDIS shuddering as it started up, making the engines whir. He turned the same dial again and stood tall.

"There you go," he grinned, holding a hand toward the door. "Step outside those doors, it's the twenty-second century."

"No way," Olivia smirked.

"That's a bit boring though," he confessed. "Do you wanna go further?"

"Go for it," she grinned and the engines made their signature whirring sound as he worked on the console again.

"Ten thousand years in the future," he announced as the TARDIS stopped. "Step outside, it's the year 12005…the _new_ Roman Empire."

"You think you're _so_ impressive, don't you?" Olivia teased with a smirk, crossing her arms in front of her.

"I _am_ so impressive," he retorted, defensively.

"Yeah, you _wish_," she grinned.

"Right, then," he shot back. "_You_ asked for it. I know _exactly_ where to go."

She watched him work the console, her excitement growing with the shuddering of the TARDIS until it stopped and he looked at her.

"Where are we?" she grinned, but he only held his hand out toward the door with a smirk and not a word. She looked to the door then back at him. "What's out there?"

He only held his hand toward the door, still not saying anything until she turned to head out. Olivia cautiously stepped out into a sleek, open room with a set of stairs leading toward a huge, covered window. She frowned back at the Doctor as he stepped from the TARDIS, shutting the door behind him and heading toward the panel next to the door on the wall behind the blue box. She stepped down the stairs, still looking around in curiosity until she looked ahead at the window when the cover came up revealing a view of the Earth in the light of the sun as he strolled down the stairs to stand next to her.

"You lot," he smirked as she kept her wide eyes on the Earth. "You spend all your time thinking about dying. Like you're gonna get killed by eggs or beef or global warming or asteroids. But you never take time to imagine the impossible…that maybe you survive. This is the year 5.5/apple/26—five billion years in your future. And this is the day—hold on…" He trailed off to look at his watch, making Olivia frown in wonder at him before looking out the window to see the sun burst with brightness. "This is the day the sun expands." She frowned up at him as he looked to her, saying, "Welcome to the end of the world."

Olivia's jaw fell open before she looked to the Earth out the window again.

"_Shuttles five and six now docking_," the computer said over the loud speaker, making her jump and look around in wonder before looking back to his grin as he nodded toward the door and offered his hand.

"Come on, then," he grinned, making her grin back as she took his hand and let him lead her out of the room. He used the Sonic Screwdriver on the door to open it, leading her into the hall by the hand.

"_Guests are reminded that Platform One forbids the use of weapons, teleportation and religion_," the computer continued as Olivia stared around the ship they strolled through. "_Earth death is scheduled for 15:39, followed by drinks in the Manchester Suite_."

"So…when it says 'guests,' does that mean people?" Olivia wondered as they turned a corner.

"Depends what you mean by 'people'," the Doctor replied.

"I mean _people_…what do _you_ mean?" she frowned in wonder.

"Aliens," he blurted, leading her around another corner.

"What are they doing on board the ship?" she wondered, watching him pull out the Sonic and step next to a panel on a column. "What's it for?"

"It's not really a spaceship," he replied, working on the panel. "More like an observation deck. The great and the good are gathering to watch the planet burn."

"For what?"

"Fun."

The Doctor strolled into the room when the door next to them opened and she hesitated before following him as he continued, "Mind you, when I say 'the great and the good,' what I _mean_ is 'the rich'."

"Not surprising," Olivia muttered as they walked into the huge room with a tall window that ran up the wall and made up a strip of the ceiling. "But, I read about this in my textbooks in school. It takes hundreds of years for the sun to expand."

"Millions," he confirmed as they stopped at the window. "But the planet's now the property of the National Trust. They've been keeping it preserved. See down there? Gravity satellites holding back the sun."

"It looks the same as ever," Olivia said of the Earth, then frowned, "But…didn't the continents shift?"

"They did," he nodded. "And the Trust shifted them back. That's a classic Earth. But now the money's run out, nature takes over."

"How long?"

The Doctor looked at his watch, replying, "About a half an hour. Then the planet gets roasted."

"Is that why we're here?" she wondered, looking to him and he met her gaze. "Are you gonna jump in at the last minute and save the Earth?"

"I'm not saving it," he corrected. "Time's up."

Olivia frowned in wonder before asking, "But what about the people down there?"

"It's empty," he explained. "They've all gone, all left."

"Oh…" she murmured before looking to the window again and sighing, "Just me, I guess."

"Who the hell are you?"

She jumped as they turned at the sound of the voice behind them and Olivia's eyes shot wide at the sight of the voice.

"Oh, that's nice, thanks," the Doctor grinned back as the man with blue skin marched toward them.

"But how did you get in?" he demanded. "This is a _maximum_ hospitality zone. The guests have disembarked! They're on their way any second now!"

"No, that's me," the Doctor cut in, reaching into his leather jacket, making Olivia frown at him in wonder as he pulled out a black wallet and held it up. "I'm a guest. Look, I've got an invitation. 'The Doctor plus one.' I'm the Doctor. This is Olivia Felton. She's my 'plus one.' Is that alright?"

"Well, obviously," the blue man replied. "Apologies, et cetera. If you're on board, we'd better start. Enjoy."

He walked away, giving Olivia the chance to grab the Doctor's wrist as he still held the wallet and examine it.

"The paper's slightly psychic," he explained. "Shows them whatever I want them to see. Saves a lot of time."

"I'll bet," she replied as he tucked the wallet away before adding, "He's _blue_."

"Yeah," he grinned.

"Ok," she shrugged.

"We have in attendance the Doctor and Olivia Felton," the Steward announced from his podium next to the door. "Thank you. All staff to their positions."

Olivia's eyes darted around at each of the short men in black clothes and black round helmets with blue skin that ran around the room, taking their positions.

"And now might I introduce the next honored guest?" the Steward resumed. "Representing the forest of Cheem, we have Trees. Namely, Jabe, Lute, and Coffa. There will be an exchanging of gifts representing peace."

Olivia scoffed in awe when she saw a very beautiful humanoid tree stroll into the room with two humanoid trees behind her and she tried to hear the others being announced, but as she saw them her eyes darted around at each of them in awe. The Doctor looked down at her and couldn't help but grin as she didn't even notice him staring at her.

"The Gift of Peace," the lady tree, Jabe, told them as she stepped up to them. She turned to the tray being held by one of the trees with her filled with pots that held a branch in each. "I bring you a cutting of my grandfather."

"Thank you," the Doctor nodded, taking the pot reverently before handing it over to Olivia in the same way so she could hold it as he felt around at his pockets. "Yes, gifts. Um…I give you, in return, air from my lungs."

Olivia frowned at him in wonder as he gently blew into Jabe's face before looking to Jabe who seemed affected by it.

"How…intimate," Jabe replied.

"There's more where that came from," the Doctor smirked.

"I bet there is," Jabe guessed, making Olivia glance between the two in wonder before Jabe walked away.

"From the Silver Devastation," the Steward continued. "The sponsor of the main event, please welcome the Face of Boe."

Olivia stared at the huge glass cylinder that rolled in with a huge head enveloped in smoke inside it.

"That…is a huge head," she murmured, but the Doctor either didn't hear her or ignored her as he greeted the next guest to come up to them.

"The Moxx of Balhoon," he greeted, making her look ahead…and downwards at the little fat blue alien in a floating chair.

"My felicitations upon this historical happenstance," he greeted. "I bring you the gift of bodily salivas."

He spit in Olivia's direction, making her wince when it hit her face.

"Thanks very much," the Doctor snickered, making Olivia glare at him before she wiped her face, still holding the clipping in the other hand as he greeted three figures in long, black, hooded cloaks.

"Ah! The Adherents of the Repeated Meme. I bring you air from my lungs."

Olivia couldn't help but snicker as he breathed on them and one of them lifted a claw toward them with a silver ball in it.

"A gift of peace in all good faith," it said in a creepy deep voice as it offered the ball, which the Doctor took and handed to Olivia to examine.

"And last but not least, our very special guest," the Steward continued as everyone turned to hear him. "Ladies and gentlemen and trees and multiforms, consider the Earth below. In memory of this dying world, we call forth the last human. The Lady Cassandra O' 17."

Olivia stared huge eyes at the doors when they slid open to reveal rolling framework with a piece of skin stretched over it, eyes and a mouth in the center and visible blood vessels pulsing through it. Below the framework she caught sight of a brain in a cylinder filled with liquid, and she couldn't help but think that this thing reminded her of a documentary she'd seen about drying out the hide of an animal.

"Oh, now, don't stare," the skin called Cassandra scolded, gently as she rolled in with two men in white hazmat suits carrying pumps following her. "I know, I know. It's shocking, isn't it? I've had my chin _completely_ taken away and _look_ at the difference. Look how _thin_ I am! Thin and dainty. I don't look a _day_ over two thousand."

"What…the…hell?" Olivia blurted as the Doctor grinned and silently laughed as he watched Olivia's wide-eyed stare and reaction.

"Moisturize me, moisturize me," Cassandra urged the men with her and one of them sprayed water over her as she spoke, Olivia slowly stepping around the room to get a look at her from behind to make sense of it. "Truly, I am the last human. My father was a Texan. My mother was from the Artic Desert. They were born on the Earth, and they were the last to be buried in its soil. I have come to honor them and say…goodbye."

Olivia made a strange face as she watched one of the men pull out a handkerchief and dry around the eyes that she could see from behind.

"But behold," Cassandra continued, recovered from what Olivia could tell were crocodile tears. "I bring gifts from Earth itself."

Olivia watched one of the short men wearing black bring out a huge egg as Cassandra explained, "The last remaining ostrich egg. Legend says it had a wingspan of fifty feet and blew fire from its nostrils. Or was that my third husband?"

Olivia met the Doctor's gaze as he only grinned at the joke and everyone else laughed as she mouthed to the Doctor, "What…the…hell?" again.

"Oh, no, don't laugh," Cassandra chided. "I'll get laughter lines. And here, another rarity. According to the archives, this was called an iPod."

Olivia shook her head as two of the little men rolled a jukebox into the room and looked to the Doctor as Cassandra continued, "It stores classical music from humanity's greatest composers. Play on."

One of the little men started the jukebox and it started playing _Tainted Love_ as Olivia glanced around in wonder before looking to the Doctor. She couldn't help but snicker as she watched him bob his head to the music before stepping back toward him to get a view of the entire room.

"Refreshments will now be served, "the Steward announced. "Earth death in thirty minutes."

"This is crazy," she murmured. "Is she really the last human? She doesn't even _look_ human!"

"Now, Liv, be nice," he chided.

"What? She looks like she belongs on a sailboat…as a sail." The Doctor snickered as she chuckled, "Or like a piece of hide somebody's drying out for a rug."

The Doctor laughed out loud just as Jabe passed with something in her hand, making him instantly pull himself together. A flash came from the thing she held, making them both frown but she only thanked them and walked away.

"Did she just take a picture?" Olivia wondered at the Doctor.

"Maybe, yeah," he replied.

"Am I gonna end up in the Spaceship Times or something?" she wondered, making him snicker.

"Liv, serious, stop making me laugh so hard!" he begged.

"Fine, I want a tour," she said, heading toward the door with their gifts. "You mingle, I'll explore."

"Liv, wait—!"

She was gone, out the door and down the hall before he could catch up with her. She looked around at the high ceilings and marbled hallways before coming to a window with a view of the sun and Earth. As she stared out the window at the sun, she realized how different it looked. It was still a big ball of fire but she must have been looking at it through some sort of filter, because it looked like a big _red_ ball of fire instead of blinding her with brightness. The sound of footsteps from behind caught her attention and she whirled around with a gasp to see a short, blue girl in green coveralls and a hat staring at her.

"Sorry," Olivia blurted. "Am I not supposed to be here?"

"You have to give us permission to talk," she replied, making Olivia frown before she shrugged.

"Ok…" she trailed off for a moment, not really knowing what the formality would be when giving someone permission to speak. "I…give you permission."

"Thank you," the blue girl smiled brightly before replying, "And, no, you're not in the way. Guests are allowed anywhere."

"Oh…ok," Olivia nodded, watching her step toward a wall to press buttons on a panel before stepping closer to ask, "What's your name?"

"Raffalo," the blue girl replied.

"Raffalo?" Olivia tried.

"Yes, Miss," Raffalo nodded. "I won't be long. I've just got to carry out some maintenance." She knelt down near a vent on the wall next to the panel, explaining, "There's a tiny little glitch in the Face of Boe's suite. There must be something blocking the system. He's not getting any hot water."

"So you're the plumber?" Olivia smiled.

"That's right, Miss," Raffalo smiled, working on the vent panel.

"There's still plumbers," Olivia grinned.

"I hope so," Raffalo scoffed. "Else I'm out of a job."

"Where are you from?"

"Crespallion."

"And that's a planet?"

"No. Crespallion's part of the Jaggit Brocade. Affiliated to the Scarlet Junction, Convex 56. And where are _you_ from, Miss? If…you don't mind me asking."

"Oh, of course not," Olivia grinned to help her feel at ease, but her smile fell when she realized she had no idea what she should say. "Um…I'm from…a long way from here. I kind of hitched a ride with this guy. I didn't even really think about it. I don't…even know who he is, really. Like a complete stranger." Olivia shook her thoughts away before smiling, "Anyway, I won't keep you. Sure you've got lots of work to do."

"Thank you, Miss," Raffalo nodded. "And thank you for the permission. Not many people are that considerate."

"Of course," Olivia nodded. "See you later."

Olivia turned and headed down the hall, aimlessly. She soon found her way back to the room where they'd parked the TARDIS and she sat at the top of the stairs, staring at the huge sun and the Earth below.

"_Would the owner of the blue box in gallery 15 please report to the Steward's office immediately?_" the Steward's voice came over the PA system, making her frown in wonder. "_Guests are reminded that use of teleportation devices is strictly forbidden under peace treaty 5.4/cup/16. Thank you_."

Olivia gasped when she spotted the men dressed in black hurry into the room and start milling around the TARDIS.

"Hey—!"

"Don't worry," the Doctor called, suddenly in the doorway. "Everything's fine. They're just taking it to another spot, out of the way. Oi! Be careful with it!"

She chuckled as she watched the Doctor follow them out with the TARDIS and turned back to the window, playing with the ball the Adherents of the Repeated Meme had given them, the potted plant sitting next to her.

"_Earth death in twenty-five minutes_," the computer announced.

"Good to know," Olivia sighed before setting the ball down and lifting the clipping. "Hello. I'm Olivia. Not a plant, but considering you're granddaughter's a humanoid tree we _might_ be related." She stared blankly at it before setting it down, muttering, "And now I'm talking to a twig."

"Olivia, are you still in there?" the Doctor called from the other side of the door before entering and sitting opposite her on the stairs. "What do you think, then?"

"Great!" she grinned. "When you get past the slightly psychic paper. They're just so…_alien_. I mean…it's awesome, but…you look at them and they're _alien_."

"Good thing I didn't take you to the Deep South," he blurted.

"Shut up!" she laughed, waving him off and making him chuckle before she turned in her spot to face him, asking, "What about you? Where are _you_ from?"

"All over the place," he replied vaguely, making her roll her eyes at his response, realizing she wasn't gonna get the answer she wanted right away.

"Ok, but…they all speak English," she tried. "I thought they'd be speaking crazy weird languages."

"No, you just _hear_ English," the Doctor explained, reclining back on the floor. "It's a gift of the TARDIS. Telepathic field gets inside your brain, translates."

"It's inside my head?" Olivia frowned in wonder.

"Well in a _good_ way," he confirmed.

"That's…kinda creepy," she replied, calmly then grinned, "But kinda cool."

The Doctor grinned back at her before she tried to ask her earlier question.

"Doctor…who are you?" she wondered, making his grin fall as he sat up again. "What's your name? What kind of alien are you?"

"I'm just the Doctor," he replied, firmly.

"Ok, but from what planet?"

"Well, it's not as if you'll know where it is."

"Come on, where are you from?"

"What does it matter?"

"I'm curious! Just tell me who you are!"

"_This_ is who I am, right here, right now, alright?! All that _counts_ is here and now, and _this_ is me!"

"I'm here too, 'cause you _brought_ me, so just tell me!"

Olivia watched him march down the stairs and shove his hands in his jeans, his back to her, making her give a silent sigh at herself before she stood and slowly stepped down the stairs toward him.

"_Earth death in twenty minutes_," the computer announced.

"Ok, that was stupid," she sighed. "As my friend Aaron would say, 'Don't piss off the driver.' It's not like I can call for a cab or anything." She shoved a hand into her pocket to pull out her cell phone and examine it. "No signal. Guess we're kind of out of range."

"Tell you what," the Doctor said, reaching over to take her phone. "With a little Jiggery Pokery…"

"Is that a technical term, 'Jiggery Pokery'?" Olivia smirked, stepping up next to him to watch him work on her phone.

"Yeah," he retorted as he worked. "I came first in Jiggery Pokery. What about you?"

"Sadly, I failed Hullabaloo," she pouted before handed her phone back to her.

"There you go," he smirked, making her frown up at him in wonder but he only nodded at her phone.

She pressed the speed dial and held her phone to her ear, her eyes widening when she heard it ring.

"_Hello?_" she heard her mom, Joyce, on the other end of the phone.

"Mom?" she smiled in a breath.

"_Sweetie! Are you ok?! You sound upset! What's wrong?_"

"Nothing," Olivia grinned. "Nothing. Not a thing. Just…wanted to let you know I'm with a friend. What day is it?"

"_Wednesday. Are you sure you're alright? Who are you with?_"

"Oh, just a guy I met. He's cool. I just might be home late."

"_Be careful. And you're sure there's nothing wrong?_"

"Yup. I'm fine. Top of the world. See you later I promise. Love you."

"_Love you, too, sweetie_."

Olivia hung up the phone and grinned to the Doctor.

"Think that's amazing? You wanna see the bill."

"That was…five billion years ago. I just called the past from the future!"

"That you did, Olivia Felton," he smirked, making her give a giggle before the ship shook and she stumbled into him as she frowned around then looked to him as he caught her, smirking in thought, "That's not supposed to happen."

"I'm sure," Olivia chuckled.

"_Honored guests may be reassured that gravity pockets may cause slight turbulence. Thanking you_," the Steward announced over the PA system.

"Oh, I don't think so," the Doctor chuckled, taking Olivia's hand to lead her toward the door. "Come on!"

He pulled her through the ship and back to the main gathering area, turning to the panel next to the door to tap at it.

"That wasn't a gravity pocket," he explained. "I _know_ gravity pockets, and they don't feel like that. What do you think, Jabe?"

Olivia jumped when Jabe came up next to her, looking to the Doctor.

_Where did she come from?_ Olivia wondered, but said nothing.

"Listen to the engines," the Doctor urged. "They've pitched up about thirty hertz. Is that dodgy, or what?"

"It's the sound of metal," Jabe replied. "It doesn't make any sense to me."

"Where's the engine room?" the Doctor asked her.

"I don't know," she answered before adding, "But the maintenance duct is just behind our guest's suite. I could show you. And…your wife."

"Oh, she's not my wife," the Doctor said of Olivia as she frowned between them.

"Partner?"

"No."

"Concubine?"

"Nope."

"Prostitute?"

"Ok, whatever I am…it's invisible," Olivia snapped. "So, here's the deal. You guys go pollinate, I'm gonna catch up with Michael Jackson over there."

"Don't start a fight," the Doctor warned as Olivia turned to march head Cassandra.

"Home by midnight, you!" she called as the Doctor and Jabe went through the doors and into the hall.

"_Earth death in fifteen minutes_," the computer announced.

Olivia bit her lip as she made her way through the crowd to get to Cassandra and waited for her to finish speaking to…whatever alien she'd been talking to.

"Hi, Lady Cassandra?" she smiled, politely.

"Oh, hello, and who are you, dear child?" Cassandra replied.

"I'm Olivia Felton, I came with a Doctor. I was just wondering if we could talk."

"Of course, dear," Cassandra smiled, tightly. Olivia smiled again as she stepped toward the window, Cassandra rolling next to her. "Soon the sun will blossom into a red giant, and my home will die. That's where I used to live, when I was a little boy, down there."

"Little _boy_?" Olivia whispered to herself.

"Mummy and daddy had a house built into the side of the Los Angeles Crevasse," Cassandra explained before sighing, "I'd have such fun."

"What happened to everybody else?" Olivia wondered. "I mean…where did the human race go?"

"They say mankind has touched every star in the sky," Cassandra replied.

"So…you're not _really_ the last human."

"I am the last _pure_ human. The other's…mingled. Oh, they call themselves 'New humans' and 'Proto-humans' and 'Digi-humans' even 'Human-_ish_,' but do you know what _I_ call them? _Mongrels_."

"Right," Olivia drawled with a huge nod. "So _you_ stayed behind."

"I kept myself pure," Cassandra replied, proudly.

"And _how_ many operations have you had?" Olivia frowned in wonder.

"Seven hundred and eight," Cassandra replied, excitedly. "Next week it's seven hundred and _nine_. I'm having my blood bleached. Is _that_ why you wanted a word? You _could_ be flatter. You've got a little bit of a…chin poking out."

"I'd rather die," Olivia blurted.

"Honestly, it doesn't hurt," Cassandra urged.

"Nah…I mean it," Olivia insisted. "I would rather _die_ than do what you've done to yourself. And what are you? A bitchy trampoline."

"Well, what do you know?" Cassandra muttered.

"I was _born_ on that planet," Olivia shot back. "My mom and dad were too, so that, officially, makes _me_ the last human being in this room, 'cause _you_ aren't human. You've been nipped, tucked and flattened till now you're a rug. Anything human got flushed down the drain. You're just _skin_. Lipstick, mascara and skin. Excuse me."

She marched away to head out of the room and down the hall. That whole conversation made her furious, and she needed to walk it off. She thought of going after the Doctor and Jabe, but she figured she'd just be in the way. She was heading around a corner when she ran into the Adherents of the Repeated Meme, but when she attempted to head around them, one of them lifted its huge claw and hit her across the head, sending her to the ground as her world went dark.

* * *

_Later..._

Olivia awoke to Britney Spears' _Toxic_ playing over the PA system, lying on her back on the cold floor and she frowned up at the ceiling. She lifted a hand to rub her eyes, trying to wake herself fully.

"_Sun filter descending_," the computer announced in the room, making Olivia sit up, instantly awake. She stared up at the window in the gallery she found herself in as intensely bright light was revealed slowly from top to bottom.

"Let me outta here!" she shouted, scrambling to her feet to run toward the door and pound on it. "Get me out! Help me!"

She pounded at the door then looked up at the unfiltered sunlight that burned the wall before her pounding became even more panicked.

"Anyone in there?!" she heard the Doctor call from the other side of the door.

"Doctor! Help! Let me out!" she called, still pounding her fists on the door.

"Oh, well it would be _you_," the Doctor replied.

"Open the door!" she shouted.

"Hold on," the Doctor called too calmly for Olivia. "Give us two ticks."

"I don't _have_ two ticks!" she called. "I'm gonna be _cooked_ in two ticks!"

"_Sun filter rising_," the computer announced, making Olivia sigh in relief as she leaned against the door, her eyes widening at the charred wall as the sun filter rose.

"_Sunfilter descending_."

Olivia gave a scream of frustration and hit the door again in panic.

"This is just what we need," the Doctor snapped. "The computer's getting clever."

"Stop messing around!" Olivia shouted.

"I'm not messing around! It's fighting back!"

"Open the door!"

"I know!"

Olivia couldn't duck under the lowering filter any more and hurried down the stairs to avoid it.

"The lock's melted!" she called, staring at the window in growing panic before lowering her head and covering it with her arms, not wanting to see her fate.

"_Sun filter rising_."

She looked up cautiously as the filter rose again and she shot to her feet when it was high enough to let her run to the door. She didn't dare touch it as the entire wall smoked, but when see stepped near it, expecting it to open, but nothing happened.

"The whole thing's jammed," the Doctor explained. "I can't open the doors. Stay there! Don't move!"

"Oh, where the hell am I gonna go?!" she shot back.

"_Earth death in five minutes._"

* * *

_Meanwhile..._

"The metal machine confirms," Jabe announced to the room full of guests, holding her machine in one hand, a metal spider in the other. "The spider devices have infiltrated the whole of Platform 1."

"How's that possible?" Cassandra questioned as the Doctor marched into the room through the main entrance. "Our private rooms are protected by a code wall. Moisturize me, moisturize me."

"Summon the Steward," the Moxx of Balhoon demanded as the Doctor took the spider from Jabe.

"I'm afraid the Steward is dead," Jabe replied.

"Who killed him?" the Moxx questioned.

"This whole event was sponsored by the Face of Boe!" Cassandra instantly began. "_He_ invited us! Talk to the face, talk to the face!"

"Easy way of finding out," the Doctor assured everyone, working on the spider. "Someone brought their little pet on board. Let's send him back to master."

He set the thing down on its feet and everyone watched it crawl around the floor before it paused in front of Cassandra, then turned and crawled toward someone else.

"The Adherents of the Repeated Meme," Cassandra announced. "J'accuse!"

"That's all very well, and, really kind of obvious," the Doctor began, strolling toward the Adherents. "But if you stop and think about it…" One of the Memes lifted its claw and went to strike him, but he swiftly grabbed it and yanked its robot arm from it, continuing, "…a Repeated Meme is just an idea. And that's all they are, an idea."

He yanked one of the dangling wires from the claw in his hand and the Memes collapsed to the floor where he tossed the claw on top of them.

"Remote-control droids," the Doctor explained. "Nice little cover for the _real_ troublemaker." He looked down at the spider at his feet and nudged it with one foot saying, "Go on, Jimbo. Go home."

The spider crawled toward Cassandra again, and there it stayed.

"I bet you were the school swot and never got kissed," Cassandra retorted to him, then ordered her men, "At arms."

"What are you gonna do? Moisturize me?" the Doctor mocked as they lifted their pumps and he placed his hands over his chest.

"With acid," Cassandra corrected. "Oh, you're too late anyway. My spiders have control of the mainframe. Oh, you all carried them as gifts, tax-free, past _every_ code wall. I'm not just a pretty face."

"Sabotaging a ship while you're still inside it. How stupid's that?" the Doctor mocked.

"I'd hoped to manufacture a hostage situation, with _myself_ as one of the victims," Cassandra explained. "The compensation would have been enormous."

"Five billion years and it still comes down to money," the Doctor retorted.

"Do you think it's _cheap_, looking like this?" Cassandra wondered, irritably. "Flatness costs a fortune. I am the last human, Doctor. _Me_. Not that freaky little kid of yours."

"Arrest her! The infidel!" the Moxx demanded.

"Oh, shut it, Pixie!" Cassandra snapped. "I've still got my final option."

"_Earth death in three minutes_."

"And here it comes!" Cassandra cheered. "You're just as useful dead, all of you. I have shares in your rival companies, and they'll triple in price as soon as you're dead. My spiders are primed and ready to destroy the safety systems. How did that old Earth song go? Burn, baby, burn."

"Then you'll burn with us!" Jabe snapped.

"Oh, I'm so sorry," Cassandra replied in false innocence. "I know the use of teleportation is strictly forbidden, but…I'm such a naughty thing. Spiders, activate."

Explosions were heard as the platform shook, a red light flashing with an alarm blaring to match it.

"Force fields gone with a planet about to explode," Cassandra explained. "At least it'll be quick. Just like my fifth husband." She chuckled. "Oh, shame on me. Bye, bye, darlings."

With that, she was teleported away.

* * *

_Meanwhile..._

Olivia gasped as the room shook then looked out the window of the charred door to see if she could catch a glimpse of what was going on, but all she could see was a red flashing light and all she could hear was a warning alarm.

"_Safety systems failing._"

"Oh, that can't be good."

"_Heat level rising._"

"_Definitely_ not good!"

She searched the door, looking for the crease.

"_Earth death in two minutes._"

"I know, I know!"

Once she found the crease she tried prying the door open, bracing herself on the frame with a foot, but it wouldn't budge.

"_Heat levels critical._"

She froze when she heard cracking behind her and slowly turned to the window.

"_Heat levels rising._"

She swallowed when she saw cracks starting to form in the glass…bright, white light peeking through them.

"_External temperature five thousand degrees_."

"Let me out!" she shouted, turning to the door and pounding on it. "Somebody get me out of here! _Doctor_!"

"_Heat levels rising. Heat levels hazardous_."

Olivia panted from pounding on the door and turned to the window to see the cracks getting bigger until intense sunlight hit the wall, charring it further.

"_Shields malfunction_."

The room shook and she screamed when some light burst onto the wall next to her, making her jump away from it, only to duck another piece of sunlight near her head.

"_Heat levels critical_."

She glanced around to see where she could find a hiding spot before it got worse and ran toward a corner she noticed might protect her for a time.

"_Heat levels rising_."

Olivia placed her hands over her ears when the computer started the countdown for Earth's destruction from ten, shuddering.

"Doctor," she whispered to herself. "Save us."

The entire Platform shook, sending her to the floor, but she was able to look out the window and see chunks of the Earth floating past it.

"_Exoglass repaired._"

She grinned with a sigh as she rested on her back on the floor, watching the glass repair itself so that she could stare at the huge sun. She jumped and gasped when the door opened and she was met with little black feet before she looked up to see one of the workers standing next to her in the threshold of the door.

"You fixed it!" she grinned before scrambling to her feet to run out the door, shouting, "Thank you!"

She ran down the hall toward the main room, slowing when she entered to see little spots smoking on the floor and the seat where the Moxx of Balhoon had been sitting was smoking as well. But where was the Doctor? She looked to the doors she'd just entered to see him march through them, making her grin and head toward him, but she stopped short when she saw the look on his face. She watched him head for the tree men that Jabe had come with and her smile faded when he spoke to them. She couldn't see her in the room. Something must have happened.

"Are you alright?" she asked when he made his way to the center of the room a few paces away from her.

"Yeah, I'm fine," he replied. "I'm full of ideas, I'm _bristling_ with them. Idea number one: Teleportation through five thousand degrees needs some kind of feed."

Olivia frowned as she watched him walk to one side of the main doors.

"Idea number two: This feed must be hidden nearby."

She jumped when he grabbed the ostrich egg Cassandra had brought on board and smashed it on its stand to reveal a small machine inside it.

"Idea number three:" he continued, stepping back to his spot at the center of the room and working on the thing. "If you're as clever as me, then a teleportation feed can be reversed."

Olivia stared wide eyes ahead as she watched Cassandra appear on her stand, and it seemed like she'd been in the middle of a conversation with someone else.

"Oh," she blurted in wide-eyed surprise.

"The last human," the Doctor nearly ground out.

"So, you passed my little test. Bravo," Cassandra sputtered. "This makes you eligible to join the…the Human Club."

"People have _died_, Cassandra," the Doctor snapped as Olivia slowly stepped up next to him. "You _murdered_ them."

"That depends on your definition of 'people'," she shot back. "And that's enough of a technicality to keep your lawyers dizzy for centuries. Take me to court, then, Doctor! And watch me smile and cry and flutter."

"And creak?" the Doctor questioned, mockingly as Olivia frowned in wonder at Cassandra as she paled and in fact, creaked.

"And what?" Cassandra questioned.

"Creak," the Doctor chirped. "You're creaking."

Olivia's eyes widened as she watched Cassandra dry out and beg to be moisturized.

"It's too hot!" she groaned.

"You raised the temperature," the Doctor reminded her, bitterly.

"Have pity!" Cassandra begged. "Moisturize me!"

"Are you…gonna help her?" Olivia wondered, cautiously as she looked up at him, but he only stared at Cassandra, still drying out.

"Everything has its time and everything dies," he replied.

"I'm…too…_young_!" Cassandra growled just before she burst into pieces of skin.

Olivia gasped and turned into the Doctor's arm, grabbing his jacket to avoid the sight of her skin hanging from the frame. Without a word the Doctor stepped toward the door, Olivia still holding onto his jacket as he marched into the hall. She looked up just as they were passing a window with a view of the sun and pieces of Earth floating by.

"Wait," she pleaded gently, tugging on his arm as she stopped next to it, staring out the window as she brought the Doctor to a stop. He watched her for a moment as she didn't let go of his arm and only stared out the window before murmuring, "That's it. The end of the Earth. We were too busy saving ourselves that nobody saw it. All that history and no one was even watching."

"Liv," he called, gently, making her look up at him with a tear in her eye. "Come with me."

He shifted his hand to take one of hers still attached to his sleeve and turned to lead her back to the TARDIS. She sat herself in the jump seat as he piloted before bringing the ship to a stop and stepping toward her to hold his hand out to her. She looked up at him, still pouting but she took his hand without a word and let him pull her up and toward the door where they stepped into the streets of Los Angeles in her time. He still held her hand as she stepped into the bustle of people and stared around at them, recalling seeing the Earth beneath her feet floating in chunks outside a window from space.

"You think it'll last forever," the Doctor began. "People and cars and concrete. But it won't. One day, it's all gone. Even the sky."

Olivia looked to him in wonder.

"My planet's gone," he explained, meeting her gaze. "It's dead. It burned like the Earth. It's just rocks and dust. Before its time."

"What happened?" Olivia breathed, more tears coming to her eyes at the sorrow she could see behind the mask of firmness he held over his face.

"There was a war, and we lost," he replied.

"With who?" she wondered, but when he didn't answer that question she asked, "And your people? Where are they?"

"I'm a Time Lord. I'm the _last_ of the Time Lords. They're all gone. I'm the only survivor. I'm left traveling on my own 'cause there's no one else."

"Well…what about me?" Olivia wondered, meeting his gaze.

"You've seen how dangerous it is. Do you wanna go home?"

"Nope," she smiled, sweetly. "I want McDonald's. You want McDonald's?"

"Yeah," he grinned.

"Alright, before we head off again, you're buying me McDonald's."

"No money," he shrugged.

"Well, you're a lousy date," she smirked, wrapping her arm around his. "McDonald's on me then. We've only got five billion years till they close down."

The Doctor laughed as Olivia pulled him down the street toward the golden arches in sight.

* * *

**A/N:** reviews?


	2. The Empty ChildThe Doctor Dances

_**The Empty Child/The Doctor Dances 2.0**_

Olivia shouted as she was tossed into the console, making her lean over it before she clambered her way toward the Doctor as he examined in the scanner.

"What's the emergency?" she questioned, stumbling next to him as the TARDIS thrashed.

"It's Mauve."

"Mauve?"

"Universally recognized color for danger."

"I thought that was red."

"Well, that's just humans. By everyone else's standards, red's camp. Oh, the misunderstandings! All those red alerts…all that dancing." He typed at the scanner, as Olivia frowned at him, but he continued, "It's got a very basic flight computer. I've hacked in, slaved the TARDIS. Wherever _it_ goes, _we_ go."

"Is that safe?"

"Totally," the Doctor assured her before the console sparked, violently as the ship thrashed and he added, "Ok, _reasonably_. I should've said reasonably there. No, no, no, no! It's jumping time tracks. It's getting away from us."

"Doctor, what _is_ this thing?"

"No idea."

"Then what are we chasing it for?!"

"It's mauve and dangerous…and about thirty seconds from the center of London."

"Well, in that case, _break_ the TARDIS chasing this thing!"

A moment later the TARDIS stilled and the Doctor instantly ran toward the door.

"You know how long you can knock around space without happening to bump into the Earth?" the Doctor asked her as they stepped out the door and into a dark alley.

"Mm…five days?" Olivia guessed, wrapping a scarf scattered with Union Flags printed on it. "Or is that just when we run out of milk?"

"All the species in all the universe, and it has to come out of a cow?" the Doctor asked of the milk, making Olivia giggle as he looked around the alley then headed down the alley, Olivia hurrying after him. "Must have come down somewhere quite close. Within a mile anyway. And it can't have been more than a few weeks ago, maybe a month."

"What?! We were right behind it!" Olivia recalled.

"It was jumping time tracks all over the place, we're bound to be a little bit out," he replied as they turned a corner. "Do _you_ wanna drive?"

"Some day," she shrugged cutely, grabbing onto his arm, asking, "How much time are we talking?"

"A bit."

"Exactly?"

"—Ish."

"Ok," she chuckled. "So what's the plan? Scan for alien tech?"

"Liv, it hit the middle of London with a very loud bang," he retorted, reaching into his pocket for his Psychic Paper and showing it to her. "I'm gonna _ask_."

"'Doctor John Smith: Ministry of Asteroids'," she read.

"It's Psychic Paper, it tells you—"

"Whatever you want it to," Olivia finished with a nod as they stopped at a door and she smiled, "I remember."

"Very good," he nodded back, listening at the door. "Door, music, people. What do you think?"

"Sounds promising," she replied as he pulled his Sonic Screwdriver out to use it on the door.

"You sure about that scarf?" he wondered, eyeing the thing around her neck.

"What? You don't like it?" she wondered, straightening it out.

"Mummy!"

Olivia jumped at the child's voice and looked around in wonder, the Doctor still working on the door.

"Mummy!"

"Come on, if you're coming," the Doctor told her, opening the door and climbing in. "Won't take a minute."

Olivia was about to follow him when she heard the child again, still calling for its mummy. She stepped away from the door and tried following the voice until she stopped when she saw the light up silhouette of a small child at the top of the roof. She thought of calling for the Doctor but decided to head for the child herself instead. She found a set of stairs leading to the roof of the building where the child was and raced up. Once atop the roof she looked for him but couldn't find him until she looked up further and found him on top of some kind of extension to the roof.

"Mummy," he called again, and she could see he was wearing a gas mask as she stepped closer.

"Don't move!" she called. "I'll help you down."

She frowned when a rope appeared from nowhere, as if the universe had read her mind. Without question she grabbed it and began climbing up it…but it started pulling her away from the building.

"Balloon!" the child called, pointing up.

Olivia shouted in panic, trying to climb the rope as an alarm sounded and she was pulled higher into the air. She held tightly to the rope as she was suddenly high above London, taking in a breath and staring wide eyes at the German planes coming directly at her. That's when she realized she was in the middle of the London Blitz.

"Oh…this was a bad scarf to wear," she muttered. "_Doctor_! Help."

Olivia couldn't bear to watch the planes coming toward her as she felt her hands slipping on the rope, her legs thrashing around as she tried climbing up but couldn't get a better grip with her feet. She tried wrapping her leg around the rope, her arms trembling from holding her weight on the rope longer than she had before. Her hands slipped, and when she tried to pull herself back up, she lost her grip and screamed as she fell toward London.

A beam of light came toward her and when she stopped in mid-air her screaming ceased with a gasp. She stared around the light she was surrounded by in awe and wonder as she floated in the air.

"_Ok, ok, I've got you!_" a man's disembodied voice called from somewhere, and she noticed it was American accented, but she put that aside to ask better questions.

"_Who's_ got me?!" she called back, looking around at the tunnel of light she was floating in leading toward the ground. "And…how?"

"_I'm just programming your descent pattern_," he reported. "_Stay as still as you can, and keep your hands and feet inside the light field. Oh, and can you switch off your cell phone? It interferes with my instrument._"

"No one ever believes that, either," Olivia agreed, turning off her cell phone.

"_Thank you_," he called. "_That's much better._"

"Sure! Real load off!" she retorted. "I'm floating in the air in the middle of an air raid with the Union Flag around my neck but, at least my phone's off!"

"_Be with you in a moment_," he assured her as she shoved her phone back in her pocket and a moment later he called, "_Ready for you! Hold tight!_"

"To _what_, exactly?!"

"_Fair point_," he conceded before she screamed as she found herself being launched down the light field toward a bright light at the end.

All she could see was light before she was suddenly being held by a pair of strong arms, her own instantly wrapping around the neck of the man that now held her.

"I've got you," he assured her as she recovered from her adrenaline rush. "You're fine. You're just fine. The tractor beam can scramble your head just a little."

"Yeah," she groaned, pulling back a bit see who had just saved her. "Like scrambled…eggs."

Her jade eyes widened slightly as she swallowed when she came face to face with what must have been the most handsome man she'd ever seen in her whole eighteen years of life. Blue eyes twinkled under perfectly combed, dark hair and sat over a devastatingly charming smile set in a strong jaw.

"H-Hi…" she breathed, staring at him with wide eyes.

"Hello," he replied, still holding onto her, which she didn't fail to notice.

"Hi," she blurted again before closing her eyes to roll them at herself. "Sorry…I just said that twice. Brain still…scrambled eggs, apparently."

"Are you alright?" he asked.

"Yeah, yeah, I'm great!" she smiled, nervously as he finally set her down, but her hands didn't seem to want to release his broad shoulders. "You expecting me to faint or something?"

"You look a little dizzy," he observed, his hands under her arms, ready to catch her if she _did_ faint.

"You're a little…blurry," she admitted. "But I don't faint."

"First time for everything," he smirked.

"Yeah…not this time," she smirked back before swallowing when their eyes met, and her heart raced so quickly she thought maybe she'd spoken too soon about fainting. "Uh…you have lights? It's kinda dark."

The strange, handsome man finally released her and turned to step to the pilot's seat to flip a switch above it, lighting the ship she found herself inside.

"So…who are you?" she asked, stepping toward him as he faced her in his seat.

"Captain Jack Harkness," he introduced himself reaching into his pocket for a black wallet and handing it to her. "133 squadron, Royal Air Force. American Volunteer."

"Well, that's a mouthful," she smirked, unable to keep herself from flirting as she took the wallet to examine the paper in it.

"It certainly is," Jack smirked back, suggestively.

"And it's a lie," she retorted, lowering the wallet and making him frown at her in wonder. "This is Psychic Paper. Tells me whatever you want it to."

"How do you know?" Jack wondered.

"A couple things," Olivia smirked, leaning back on the wall. "One: I have a friend that uses this, and two: This says you're single and you work out."

"Tricky thing, Psychic Paper," Jack replied, leaning forward to take it back.

"Yup, can't let your mind wander when you use it," she smiled, handing it back to him and he sat back in his seat to read it.

"Oh, you sort of have a crush on someone but you consider yourself footloose and fancy free," he grinned as he read the paper, making her look away from him, feeling her cheeks flush bright red in embarrassment. "Actually the word you use is '_available_'."

"Oh, god," she groaned in embarrassment.

"And another one…'_very_'."

"Ok, how about we lose the Psychic Paper?" Olivia pleaded, turning to head deeper into the spaceship, her cheeks still on fire.

"That would be better, wouldn't it?" Jack agreed, tucking it back into his pocket as he stood to follow her toward the back as she looked around.

"Like the spaceship," she nodded, strolling back toward him but keeping a decent distance as she passed.

"Gets me around," he shrugged, lifting his right wrist to fiddle with the leather wristband on it.

"Very Spock," she smiled, strolling toward the pilot's seat.

"Who?" he frowned as he watched her lean over the seat to look out the window.

"Guessing you're not a local boy," she smirked, hearing slight whirring from his wristband as he stepped closer.

"Cell phone, a liquid crystal watch and fabrics that won't be around for at least another two decades," he read from his special wristband. "Guessing _you're_ not a local girl."

"Cheater," she smirked, nodding to his wrist band before turning to lean forward on her hands but jerking back to sit in the chair as they stung when she touched something. She winced and looked to the burns on her palms as she sat back.

"Burn your hands on the rope?" Jack guessed.

"I must've," she muttered before looking out the window and realizing, "Can't anyone see us? We're in mid-air."

"No," he replied, then asked, "Can I look at your hands for a moment?"

"Why?" she frowned in wonder, sitting back in the chair.

"Please?" he urged.

Olivia held her hands out, palms up as he approached and dropped to his knees next to her, using a silver wand to scan her hands, and the tool reminded her of the Doctor's Sonic Screwdriver.

"You can stop acting now," he told her, keeping his gaze on her hands as she frowned at him. "I know exactly who you are. I can spot a Time Agent a mile away."

"A…what?" she blurted.

"I've been expecting one of you guys to show up," he told her as she still frowned at him, putting the little scanner away and smirked at her. "Though not, I must say, by barrage balloon. Do you often travel that way?"

"Sometimes I get swept off my feet…by balloons," she blurted as he pulled her scarf from her neck and gently took her hands, wrapping it around her wrists but she pulled them back, meeting his gaze, evenly. "Whoa…what ya doin' there, Captain Eye Candy?"

"Like the nickname," he smirked, pulling her hands back toward him to resume wrapping the scarf around her wrists. "Try to keep still."

She was about to pull her hands back when he leaned closer to reach over her head and flip some switches. She swallowed when she felt his mint scented breath fan her face. He smelled of bourbon and musky vanilla and she inhaled deeply and silently before jumping in surprise when bright, golden particles hovered over her hands as he sat back again.

"Nanogenes," he explained as she stared at them in awe. "Subatomic robots. The air in here is full of them."

"Wow," Olivia whispered, watching them pulse in her hands as she giggled when they tickled her palms.

"They just repaired three layers of your skin," he explained as he flipped the switches above her head again and they disappeared before he un-wrapped her scarf from her wrists.

"Oh, well…thank you, little nanogenes," she smiled before meeting Jack's gaze as he slowly draped her scarf around her neck again with that charming smile of his.

"Shall we get down to business?" he murmured, making her give a frown then pout in disappointment when he stepped away to grab a bottle of champagne.

"Uh…business?" she echoed.

"Shall we have a drink on the balcony?" he smirked, pressing a button on a panel and a set of stairs lowered in front of her. He turned to head up them, adding, "Bring up the glasses."

Olivia frowned and couldn't help but admire his backside before he disappeared completely and she looked around for the glasses. She stepped to the spot where he'd taken the bottle from and found two glasses, which she took and climbed up the stairs, her eyes widening as she reached the top step. The ship disappeared beneath her feet as they floated next to Bug Ben, Jack standing casually as he opened the bottle.

"Ok, I know there's something under my feet," she said, catching his attention and making him chuckle as she carefully walked over the solid air. He reached into his jacket, pulling something out and pressing the button on it before tucking it away as the ship appeared beneath their feet. "Ok…invisible spaceship, tied to Big Ben, why?"

"First rule of active camouflage: Park somewhere you'll remember," Jack smirked before popping the cork on the champagne and sending it flying through the air. They both laughed as he stepped closer to her and filled the glasses in her hands, gently placing a hand on one of hers as he poured, then took one of the glasses in one hand and took her now empty hand in the other, smiling, "Have a seat?"

"Uh…sure," Olivia chirped with a nod, letting him lead her ahead of him and he helped her sit before lowering himself next to her, reclining back on his elbow.

"So, why don't we start with your name, since that _wasn't_ mentioned on the Psychic Paper," Jack smirked, making Olivia giggle.

"Olivia Felton," she replied. "No rank, sadly. Just turned eighteen."

"Oh, then _this_ was a bad idea," Jack retorted, taking her champagne as she was about to sip it.

"Hey! There's a war on! Nobody cares if I drink illegally," she retorted, taking her champagne back and making him laugh as she took a sip. "Mm! That's not bad."

"Starting 'em out younger and younger at the Time Agency, are they?" Jack wondered, taking a sip from his glass.

"Um…sure," Olivia muttered, and it made her recall the Doctor and she thought he might be looking for her. She set her champagne down and stood, saying, "It's getting late. I should be getting back."

"We're discussing business," Jack reminded her.

"Uh…no, we're not," she scoffed. "This is champagne, not business."

"I try never to discuss business with a clear head," he retorted, downing the rest of his champagne and setting his glass down to stand and step toward her. "Are you traveling alone? Are you authorized to negotiate with me?"

"That depends," Olivia replied, crossing her arms in front of her, deciding to play along. "What are we negotiating?"

"I have something for the Time Agency," Jack explained. "Something they'd like to buy. Are you empowered to make payment?"

"Well…" she trailed off, lifting a hand to nervously scratch at her hair. "I think, maybe, I should talk to my…partner about it."

"Partner?" Jack echoed in surprise.

"I should be getting back to him," she continued. "He'll be looking for me."

"Him?" Jack echoed again.

"What time is it?" she asked, making Jack clear his throat in irritation that she wouldn't answer his questions and he pulled out his little gizmo, pointing it at Big Ben. Its face lit up and the bell chimed as Olivia stared at it and saw the time.

"Ooh," she blurted, before looking back at him. "Flashy. Very flashy. You're a smooth one, aren't you?"

"So…" Jack began, stepping closer to her, placing his hands on her waist to pull her toward him. "When you say your partner, just how disappointed should I be?"

Olivia couldn't help but laugh nervously, her hands resting on his arms as she cleared her throat and met the smoldering gaze he was giving her, saying, "We're in mid-air…on your spaceship in the middle of a German air raid…" She stared at him as he pulled away enough to take one of her hands and slowly bring it to his face, their eyes still locked as she murmured, "Really think you should be hitting on me right now?"

"Perhaps not," he admitted, patting her hand before releasing it.

"I—I didn't say I minded it," Olivia sputtered.

"Do you like Glen Miller?" he wondered, making her frown before he used his multipurpose gizmo and suddenly, Glen Miller's _Moonlight Serenade_ began playing from inside his ship.

She couldn't help but think the entire thing was insanely romantic as he stepped closer and pulled her toward him, taking one of her hands in his, the other wrapping around her waist and it was then that she realized how tall he was. A moment later he was swaying her in an easy dance, holding her close with his cheek against hers, his lips right next to her ear. She was right…he was definitely a smooth one.

"It's 1941," he began, still leading her in the dance. "Height of the London Blitz, Height of the German bombing campaign. But something _else_ has fallen on London: A fully equipped Chula warship…the last one in existence, armed to the teeth. And I know where it is. Because _I_ parked it."

Olivia gave a small laugh, and she was trying very hard to pay attention to what he was saying, but she was just basking in the fact that a handsome man was paying her such attention. More attention the Doctor ever gave her. Jack pulled away enough to stare into her eyes again and she swallowed, hard, her heart thumping in her chest.

"If the Agency can name the right price, I can get it for you," he explained as she stared at him when he stopped dancing. "But in two hours a German bomb is gonna fall on it and destroy it forever. That's your deadline. That's the deal. Now, shall we discuss payment?"

"Sorry…can you summarize for me?" she requested, trying hard to pay attention.

"Two hours, the bomb falls, there'll be nothing left but dust and a crater."

"Unless you get payment," she nodded. "So…you used to be a Time Agent and now you're…what? A freelancer?"

"Ooh, that's a little harsh," he scoffed, pulling her against him as he smirked, "I like to think of myself as a criminal."

"Oh, I'm sure you do," Olivia laughed, feeling his fingers twirl circles on her waist.

"So, this partner of yours, does he handle the business?"

"Um…I guess so, yeah."

"Well, maybe we should go find him."

"Good luck," Olivia scoffed. "He can be a hard man to track down."

"Oh, it'll be easy," he assured her, releasing her to work on his wristband. "I'll do a scan for alien tech."

"So…not just a pretty face then, are you?" she smirked.

"Oh, I'm so much more," he smirked back, leaning closer to her and she giggled, shoving on his shoulder as she took a step back.

"Do your scan for alien tech so we can find…Mr. Spock," she smiled, mentally wincing at the name she'd given the Doctor. In all honesty, she wasn't sure if she should trust Captain Jack Harkness completely just yet.

* * *

_Albion Hospital..._

"You sure that thing's saying he's _here_?" Olivia asked as Jack led her down the hall in the hospital.

"Either that or someone has a Sonic device before its time," Jack replied before calling, "Hello?"

"Hello!" Olivia called and a moment later she sighed in relief when she saw the Doctor heading toward them from the door at the end of the hall.

"Good evening," Jack greeted as they met and he held his hand out which the Doctor took to shake it. "Hope we're not interrupting. Jack Harkness. I've been hearing all about you on the way over."

"I had to tell him that we're _Time Agents_," Olivia added and the Doctor nodded in understanding.

"It's a real pleasure to meet you, Mr. Spock."

The Doctor frowned at him as Jack continued down the hall and the Doctor turned his frown to Olivia.

"Mr. Spock?" he echoed, making Olivia step closer to him.

"I didn't wanna tell him _everything_ just yet."

"Fair enough. Anyway, where've ya been?" he questioned. "We're in the middle of a London Blitz, it's not a good time for a stroll."

Olivia scoffed before heading after Jack, smirking, "Strolling? I went by blimp. Best way to see an air raid."

"What?" the Doctor frowned, hurrying after her.

"And what's a Chula ship?" Olivia wondered, walking into the room.

"Chula?" the Doctor echoed with a frown before hurrying back into the room.

"What's wrong with all these people?" Olivia wondered.

The Doctor explained what he'd been up to while Olivia was flying around by barrage balloon as Jack scanned the bodies in the room. The gasmasks on the people in the beds were fused to their skin, there was a mark on the backs of their hands and they all had the same exact internal injuries as well.

"This just isn't possible," Jack insisted after scanning someone with his wristband. "How did this happen?"

"What kind of Chula ship landed here?" the Doctor demanded.

"He said it was a warship," Olivia reported when Jack turned to them. "He said he stole it and parked it somewhere so that a bomb can fall on it unless _we_ pay him."

"What kind of warship?" the Doctor asked Jack again.

"Does it matter?" Jack questioned. "It's got nothing to do with this."

"This _started_ at the bomb site," the Doctor argued, marching toward Jack. "It's got _everything_ to do with it. What kind of warship?"

"An ambulance!" Jack snapped, making Olivia frown between them before she stepped toward them when Jack used his wristband to display an image of the thing. "Look. _That's_ what you chased through the Time Vortex. It's space junk. I wanted to kid you it was valuable. It's empty. I made sure of it. Nothing but a shell. I threw it at you. Saw your time travel vehicle—love the retro look, by the way, nice panels—threw you the bait—"

"Bait?" Olivia echoed, interrupting him but he continued his explanation.

"I wanted to sell it to you then destroy it before you found out it was junk."

"But…you said it was a warship."

"They have ambulances in wars," Jack retorted before explaining, "It's a con. I was conning you. That's what I am. I'm a con man! I thought you were Time Agents. You're _not_, are you?"

"Just a couple of _freelancers_," Olivia snapped, now thoroughly disappointed.

"Ah, should've known," Jack smirked, sardonically. "The way you guys are blending in with the local color. I mean flag girl was bad enough but U-boat captain?! Anyway, whatever's happening here has got _nothing_ to do with that ship."

"Doctor, what _is_ happening?" Olivia asked him.

"Human DNA is being rewritten…by an idiot," he replied.

"Wait, what?" she frowned.

"I don't know. Some kind of virus, converting human beings into these things. But why? What's the point?"

Olivia went to one of the people to look at it but it suddenly sat up, along with the others in the room, all calling "Mummy."

"What's happening?" she questioned, backing up as the three glanced between each of the gasmasks.

"I don't know," the Doctor admitted as they all climbed from their beds and began heading toward the three, slowly. They backed up toward the door again, as the Doctor told them, "Don't let 'em touch you."

"Dare I ask what happens if they touch us?" Olivia replied as the Doctor grabbed her wrist and pulled her behind him.

"You're looking at it," he replied, all three still backing away as the people in the room still called "Mummy" and slowly stepped toward them. Olivia swallowed hard as she held onto the Doctor's sleeve, and when he took a step ahead of her she tried to pull him back, but he said, "Go to your room."

Jack and Olivia frowned at each other but the group stopped and stared at him.

"Go to your room," he said ordered, and their heads tilted as they still stared at him. "I mean it. I'm very, _very_ angry with you. I'm very, _very_ cross. Go to your _room_!"

Olivia couldn't help but grin as the Doctor did when the group turned and headed back to their beds to lie down.

"I'm _really_ glad that worked," the Doctor nodded, looking to Olivia and still grinning. "Those would've been terrible _last_ words."

"I'm sure there have been worse," Olivia smirked, stepping toward one of the beds to look over the body as she had tried to before, Jack sitting himself at the desk and propping his feet up. "Why are they all wearing gas masks?"

"They're not," Jack replied. "Those masks are flesh and bone."

Olivia shuddered before standing and stepping toward the Doctor.

"How was your con supposed to work?" the Doctor asked Jack.

"Simple enough, really," Jack shrugged. "Find some harmless piece of space junk. Let the nearest Time Agent track it back to Earth. Convince him its valuable, name a price. When he's put fifty percent up front, oops, German bomb falls on it, destroys it forever. He never gets to see what he's paid for. Never knows he's been _had_. I buy him a drink with his own money, and we discuss dumb luck. The perfect self-cleaning con."

"Yeah, perfect," the Doctor muttered.

"The London Blitz is great for self-cleaners," Jack continued. "Pompeii's nice if you want to make a vacation of it, though, but you gotta set your alarm for volcano day." He laughed as Olivia and the Doctor glared at him and his grin fell. "Getting a hint of disapproval."

"Take a look around the room," the Doctor retorted. "This is what your piece of harmless space junk did."

"It was a burnt-out medical transporter," Jack argued. "It was empty."

"Liv," the Doctor called, ignoring Jack and turning to head toward the door, Olivia hurrying after him.

"Where are we going?" she asked.

"We're going upstairs," he replied as Jack stood.

"I even programmed the flight computer so it wouldn't land on anything living," Jack continued, still trying to make his case. "I harmed no one. I don't know what's happening here, but believe me I had nothing to do with it."

"I'll tell you what's happening," the Doctor shot back. "You forgot to set your alarm clock. It's volcano day."

A siren sounded, drawing their attention and Olivia realized, "The all-clear?"

"I wish," the Doctor replied, shoving the door open to march into the hall, Olivia and Jack heading after him.

It wasn't long before the Doctor lost them, causing the two to run after him in the last direction they saw him run.

"Mr. Spock!" Jack called.

"Doctor!" Olivia called as they both past a set of stairs.

"Have you got a blaster?" they heard him ask from the stairs they'd just past and they skidded to a stop to turn back.

"Sure," Jack grinned, running up the stairs and reaching into his coat for something as Olivia ran after him.

"The night your space junk landed, someone was hurt," the Doctor explained as they stopped at the door he was standing next to. "This is where they were taken."

"What happened?" Olivia wondered.

"Let's find out," the Doctor replied, turning to Jack. "Get it open."

Jack smirked as he pulled a sleek-looking gun and aimed it at the door.

"What's wrong with the Sonic?" Olivia asked the Doctor as they stepped back.

"Nothing," he replied, making Olivia frown at him as Jack's gun made a square in the door and it swung open. "Sonic blaster. Fifty-first century. Weapon factories of Villengard?"

"You've been to the factories?" Jack asked as the Doctor took the blaster to examine it.

"Once."

"Well, they're gone now. Destroyed. The main reactor went critical, vaporized the lot."

"Like I said, once," the Doctor retorted, handing Jack's blaster back to him. "There's a banana grove there now. I like bananas. Bananas are good."

Jack smirked, but the smile fell when he looked to Olivia as she passed and she only glared at him.

"Well, where's _your_ hostility coming from?" he wondered.

"I don't like being played," she shot back, stepping into the room.

"Hey, you played me too," he retorted. "And I didn't exactly hear you _complaining_."

"Stow it, you two," the Doctor cut in as they both stepped into the mess of a room, broken recorders on their side of a wall with a broken glass window. "What do you think?"

"Something got out of here," Jack replied.

"Yeah…and?" the Doctor prompted again.

"Something powerful…angry," Jack added.

"Powerful and angry," the Doctor agreed as Jack headed toward the door at the side of the room, Olivia following to see what was inside. There was a bed, some toys, and the walls were covered in children's drawings.

"A child," Olivia realized as the Doctor flipped on the recorder to play the tape over. "That explains the 'Mummy' stuff. But how could a child do all this?"

"_Do you know where you are?_" a man's voice came from the tape, drawing Olivia's and Jack's gazes to him.

"_Are you my mummy?_" the Child recorded on the tape asked.

"_Are you aware of what's around you? Can you…see?_"

"_Are you my mummy?_"

"_What do you want? Do you know—?_"

"_I want my mummy. Are you my mummy? I want my mummy! Are you my mummy? Are you my mummy? Mummy! Mummy!_"

"Doctor, I've heard that voice before," Olivia reported.

"Me too," he told her.

"It's like he doesn't know," she breathed. "Why doesn't he know?"

"_Are you there mummy? Mummy!_"

The Doctor stepped through the door to start walking around the perimeter of the room, Jack and Olivia watching him in wonder as the tape continued.

"Doctor, what are you doing?" Olivia wondered.

"Can you sense it?" the Doctor asked.

"Sense what?" Jack wondered.

"Coming out of the walls. Can you feel it?" the Doctor explained before stopping and glancing between them. "Funny little human brains…how do you get around in those things?"

"He insults species when he's stressed," Olivia clarified for Jack as the Doctor continued around the room.

"Olivia, I'm thinking," he scolded.

"When he cuts himself shaving he can go on for a half hour about life forms he's smarter than," she finished.

"There are these children, living rough around the bomb sites," the Doctor explained, stopping next to the broken glass window. "They come out during air raids, looking for food. Suppose they were there when this thing, whatever it was, landed?"

"It was a med-ship," Jack insisted. "It was harmless."

"Yeah, you keep saying that," Olivia retorted.

"Suppose one of them was affected, altered?" the Doctor continued.

"Altered?" Olivia echoed.

"_I'm here!_"

"It's afraid," the Doctor realized. "Terribly afraid and powerful. It doesn't know it yet, but it will do." He giggled, nervously before adding, "It's got the power of a god, and I just sent it to its room."

"Doctor, what's that sound?" Olivia asked of the rattling coming from the tape recorder.

"_I'm here. Can't you see me?_"

"End of the tape," he explained. "It ran out about thirty seconds ago."

"_I'm here now. Can't you see me?_"

"I sent it to its room. _This_ is its room."

The Doctor spun around as Olivia and Jack looked to the outer room to see the Child standing there.

"Are you my mummy?"

"Doctor?" Olivia called, warily as she grabbed onto his sleeve.

"Ok," Jack murmured, stepping behind the Doctor. "On my signal, make for the door." He drew something from his pocket and rested it on the Doctor's shoulder shouting, "_Now!_"

"What the hell are you gonna do with a banana?!" Olivia snapped, making Jack frown as he looked to the fruit in his hand and the Doctor pulled the blaster from his own pocket, aimed it at the wall and a perfect square-shaped hole formed in the wall.

"Go, now!" he shouted, sending the two out of the gap. "Don't drop the banana!"

"Why not?!" Jack snapped, as the Doctor followed them.

"Good source of potassium!"

"Give me that!" Jack demanded, grabbing his blaster from the Doctor and using it to fill in the gap again, just as the Child came toward them. "Digital rewind. Nice switch."

Jack tossed the banana back to the Doctor.

"It's from the Groves of Villengard," the Doctor explained, pocketing the banana. "Thought it was appropriate."

"There's really a banana grove in the heart of Villengard, and _you_ did that?"

"Bananas are good," the Doctor shrugged.

Something began pounding on the wall, the drywall denting toward them, making them all jump. The Doctor grabbed Olivia's hand as a hole began to form in the wall and they bolted down the hall. They rounded a corner only to skid to a stop when the door at the end of the hall burst open and a group of gas masked people marched toward them, calling for mummy. The three turned and ran back in the opposite direction only to stop at the end of _that_ hall when more gas masked people headed toward them.

"It's keeping us here till it can get at us," the Doctor theorized as Jack alternated between aiming his blaster ahead at the Child getting through the wall and either side of the hall where the people were coming at them.

"It's controlling them?" Jack asked.

"It _is_ them," the Doctor corrected. "It's every living thing in this hospital."

"Ok, this can function as a Sonic Blaster, a Sonic Cannon, and a triple-enfolded Sonic Disrupter," Jack explained of his gun. "Doc, whatcha got?"

"I've got a Sonic—" the Doctor began but cut himself off when he pulled his screwdriver out. "Never mind."

"What?" Jack questioned.

"It's sonic, ok? Let's leave it at that."

"Disrupter? Cannon? What?!"

"It's sonic! Totally sonic! I am sonic-ed up!"

"Sonic what?!"

"_Screwdriver_!"

Jack turned to stare at the Doctor in disbelief just as the Child burst through the wall and was climbing toward them.

"No time!" Olivia shouted, grabbing Jack's wrist to aim his blaster at the floor, thinking quickly. "Pull the trigger! We're going down!"

The three instantly fell through the floor and landed with groans each on the ground of the floor below. Jack quickly aimed his gun back at the ceiling and sealed the hole, making it dark in the room.

"Doctor, you alright?" Olivia hoped as she stood, the other two standing as well.

"Could have used a warning," he retorted, tucking his Sonic Screwdriver away.

"Doctor, please stop smothering me with 'thanks'," Olivia retorted.

"Who has a Sonic Screwdriver?" Jack questioned the Doctor.

"_I_ do," the Doctor retorted as Olivia went looking for lights.

"Who looks at a screwdriver and thinks, 'Ooh, this could be a little more sonic'?"

"What, you never been bored? Never had a long night? Never had a lot of cabinets to put up?"

Olivia gave a small sound of triumph when she finally found the light switch and flipped it. Just as the lights came on the gas masked people in the beds sat up with their war cry of 'Mummy.'

"Door!" Jack urged, leading them toward the locked door and trying to use his blaster on it, but it didn't work and the Doctor moved to use his screwdriver on it. "Damn it! It's the special features. They really drain the battery."

"Battery?!" Olivia snapped as the Doctor grabbed her hand again and pulled her into the storage room, shutting it behind them and locking it again with the screwdriver. "That's _so_ lame!"

"I was gonna send for another one, but somebody's gotta blow up the factory!" Jack shot back as he climbed up on the table next to the window to peek out before jumping back down.

"That's how he works," Olivia shrugged, looking around the room. "He's like James Bond but alien."

"Ok, that door should hold it for a bit," the Doctor explained, heading toward the window, but Jack stopped him.

"The door?! The _wall_ didn't stop it!" Jack snapped.

"Well, it's gotta _find_ us first!" the Doctor assured him. "Come on, we're not done yet. Assets, assets!"

"Well, _I've_ got a banana and in a pinch you could put up some shelves," Jack retorted as the Doctor climbed up onto the table to peek out the window.

"Window."

"Barred, sheer drop outside, seven stories."

"No other exits," Olivia sighed, stepping closer to the table.

"Well, the assets conversation went in a flash, didn't it?" Jack observed, sarcastically and the Doctor turned a bored look to Olivia.

"So where'd you pick this one up, then?" he wondered, making her glare at him.

"She was hanging from a barrage balloon, I had an invisible spaceship. I never stood a chance," Jack smirked, winking to Olivia as he sat in a wheelchair and she rolled her eyes but couldn't help but smile, shyly as she looked away.

"Ok, one: We've gotta get out of here," the Doctor began, making her look back at him. "Two: We _can't_ get out of here. Have I missed anything?"

Olivia looked back at Jack only to have her jaw come unhinged in shock.

"Uh…Jack just disappeared," she reported, making the Doctor turn to see that she was right. "Ok, he's vanished into thin air. It's always the hot ones that do that."

"I'm making an effort not to be insulted," the Doctor retorted.

"I mean _human_ men," she corrected.

"Ok, thanks," he grinned, sarcastically. "That really helped."

"Oh, stop it," she sighed but frowned and looked to the radio across the room as it crackled.

"_Olivia? Doctor?_" Jack called from it, making the Doctor jump off the table and they both hurried toward it. "_Can you hear me? I'm back on my ship. Used the emergency teleport. Sorry I couldn't take you. It's security-keyed to my molecular structure. I'm working on it. Hang in there_."

"How are you speaking to us?" the Doctor asked, having found that the radio was disconnected.

"_Omcom_," Jack explained. "_I can call anything with a speaker grille._"

"Now, there's a coincidence," the Doctor replied. "The Child can omcom, too."

"Serious?" Olivia breathed.

"Anything with a speaker grille. Even the TARDIS phone."

"So, he can call us?" she guessed.

"_And I can hear you_," the Child called in a singsong voice over the radio. "_Coming to find you. Coming to find you_."

"_Doctor, can you hear that?_" Jack wondered.

"Loud and clear," the Doctor replied.

"_I'll try to block out the signal_," Jack assured them. "_Least I can do_."

"_Coming to find you, mummy!_" the Child called again.

"_Remember this one, Olivia?_" Jack asked, and they could hear the smirk in his tone before Glen Miller's _Moonlight Serenade_ played over the radio, making the Doctor frown at her in wonder.

"Um…our song," she replied in embarrassment before heading toward the wheelchair to sit and roll around in it as the Doctor climbed onto the table to use his Sonic on the wall next to the bars. After a while she turned the wheelchair she was spinning around in to face him and ask, "What are you doing, anyway?"

"Trying to set up a resonation pattern in the concrete, loosen the bars."

"You don't think he's coming back?"

"Wouldn't bet my life," the Doctor muttered, not looking away from the wall.

"Why don't you trust him?" Olivia wondered, curiously.

"Why don't _you_?" he retorted. "He saved your life but you didn't come out with the truth right away."

"Yeah, that's because I have impeccable instincts, and I was right, wasn't I? He turned out to be a con man." She watched him resonate the concrete a moment longer before she sighed, "But, I'll give him this, he's kinda like you…except with romance and dancing."

The Doctor turned to look at her before rolling his eyes as he looked back at the wall, making her frown in wonder.

"What's the eye roll for?"

"You just _assume_ I'm—"

"What?"

"You just _assume_ I don't…dance."

"Oh, so you _do_ dance?"

"Nine hundred years old, me. I've been around a bit. I think you can assume at some point I've danced."

"Really?"

"Problem?"

"I thought the universe imploded if you danced."

"Well, I've got the moves, but I wouldn't wanna boast."

"Uh-huh. Challenge accepted," Olivia smirked, standing from the wheelchair to step toward the radio and turn up the volume. The Doctor frowned and looked over his shoulder at her from his place on the table as she approached him again and held out her hand. "You got moves? Show me."

"Liv, I'm—I'm trying to resonate concrete."

"Uh-uh, _you_ wanna prove you can dance? Come on. The world won't end if the Doctor dances."

Her grin widened when he tucked the Sonic away and stepped down from the table to stand in front of her and take her hand to examine it.

"Barrage balloon?" he asked.

"Huh?" she frowned as he took her other hand to examine it as well.

"You were hanging from a barrage balloon," he recalled.

"Oh…yeah, after I saw the Child on the roof I went to try to save him. Stupid, I know. I won't be doing that again. I was high over London in the middle of a German air raid with this stupid scarf around my neck."

"I've traveled with a lot of people, but you're setting new records for jeopardy-friendly."

"This better not be you dancing, but the hand holding's kinda nice."

"Hanging from a rope thousands of feet above London…not a cut, not a bruise."

"Captain Jack took care of that."

"Oh, we're calling him 'Captain Jack' now, are we?"

"I _could_ use his nickname: Captain Eye Candy."

"He's not really a captain, Liv."

"I know, but that's how he introduced himself," Olivia shrugged, taking his hands again and placing them where they needed to be for a dance. "Now, your feet are at the end of your legs. You may move them if your goal is to dance."

"If ever he was a captain, he's been defrocked," the Doctor muttered.

"I'm actually disappointed I missed that," she smirked, trying to get him to move.

"Actually, I quit. Nobody takes my frock."

They jumped and looked around to find themselves in Jack's spaceship, Jack in his pilot's seat.

"Most people notice when they've been teleported," Jack reported as the Doctor and Olivia parted from each other to look around. "You guys are so sweet. Sorry about the delay. I had to take the navcom offline to override the teleport security."

"You can spend ten minutes overriding your own protocols?" the Doctor wondered, stepping closer with Olivia near the pilot's seat. "Maybe you should remember whose ship it is?"

"Oh, I do," Jack scoffed. "She was gorgeous. Like I told her: Be back in five minutes."

"This is a Chula ship," the Doctor realized as Jack ducked under the console.

"Yeah, just like that medical transporter," Jack confirmed. "Only this one _is_ dangerous."

The Doctor snapped his fingers and the nanogenes surrounded his hand, making Olivia smile in awe.

"That's what healed my hands," she reported. "Nanogenes, I think he said."

"Subatomic robots," the Doctor nodded. "There's millions of them in here, see? Burned my hand on the console when we landed. All better now. They activate when the bulkhead's sealed, check you out for damage, fix any physical flaws." He waved his hand to shoo them away and they floated off into the air again as he told Jack, "Take us to the crash site. I need to see your space junk."

"Soon as I get the navcom back online," Jack retorted, pulling himself back into his seat. "Make yourself comfortable. Carry on with whatever it was you were…doing."

"We were talking about dancing," the Doctor replied, defensively.

"It didn't _look_ like talking," Jack shot back with a smirk.

"And it didn't feel like _dancing_," Olivia added.

The Doctor glanced between them but said nothing as he turned to sit off to the side, Olivia unable to keep from smirking as he almost sulked and she turned to Jack to ask, "Why are you trying to con the Time Agency if you used to _be_ a Time Agent?"

"If it makes me sound any better it's not for the money," Jack replied, flipping some switches beside him.

"It _does_, actually," she admitted with a small smile before she asked, "Why do you do it, then?"

"Woke up one morning when I was still working for them, found they'd stolen two years of my memories," Jack replied and her eyes widened in shock. "I'd like 'em back."

"They _stole_ your memories?" she frowned in disbelief.

"Two years of my life," he confirmed. "No idea what I did. Your friend over there doesn't trust me, and for all I know, he's right not to."

Olivia looked to the Doctor who met her gaze as something on the panel beeped.

"Ok," Jack announced. "We're good to go. Crash site?"

* * *

_Crash Site..._

"There it is," Jack reported as they took cover behind some sacks next to the train tracks a few yards from the guarded barricades of the railway station. "Hey, they've got Algy on duty. Must be important."

"We've gotta get past," the Doctor said.

"Let me guess," Olivia sighed, fixing her hair in anticipation. "Distract the guard?"

"I don't think that'd be a good idea," Jack warned, making her frown at him.

"I can handle it, Jack," she assured him, defensively.

"I've gotten to know Algy quite well since I've been in town," Jack reported with a knowing smirk. "Trust me, you're not his type. _I'll_ distract him. Don't wait up."

Olivia's frown disappeared as her jaw dropped in realization when he headed toward the official looking man they'd been talking about and she met the Doctor's gaze.

"Relax, he's a fifty-first century guy," the Doctor assured her. "He's just a bit more flexible when it comes to dancing."

"How flexible?" Olivia wondered, cautiously.

"Well, by _his_ time, you lot spread out across half the galaxy."

"Uh-huh, and?"

"So many species, so little time."

"You're telling me that's what we do when we get up there? We find life and…"

"Dance," the Doctor chuckled as they watched Jack head toward Algy.

"No wonder he was so…" Olivia trailed off, glancing to the Doctor nervously when he frowned at her.

"So, what?" he prompted.

"So…forward," she murmured. "He sort of…hit on me."

"Ooh, no wonder you're suddenly asking me to dance," he muttered. "Taking notes, are we?"

"Oh, shut up. _You_ were the one that said you had the moves."

They suddenly went silent as they saw Algy drop to his knees in front of Jack who stepped away and they stared in horror as Algy's face slowly transformed into a gas mask.

"Stay back!" the Doctor shouted, running out from behind their cover and Olivia hurried after him as Jack kept the other soldiers at bay as well. "The effect's are becoming airborne, accelerating."

"What's keeping us from turning?" Olivia wondered.

"Nothing," the Doctor replied as the air raid alarm sounded.

"Here they come again," Jack stated.

"Great, that's just what we need," Olivia retorted before looking to Jack in horror and recalling, "You said a bomb was gonna land here."

"Never mind about that," the Doctor told them. "If the contaminant's airborne now, there's hours left."

"Till what?" Jack questioned.

"Till nothing, forever, for the entire human race," the Doctor explained. "And can anyone else hear singing?"

Olivia frowned but once they stopped talking she heard someone singing Rock-A-By-Baby in a nearby shack. The Doctor led the two of them toward it and peeked in to see a young woman shackled to a table where a gas mask zombie slept. The Doctor hurried toward her and used the Sonic on her handcuffs as she still sang before ushering her out of the room once she was free.

"Olivia, this is Nancy, the Child's sister," the Doctor introduced. "Nancy this is Olivia and Jack. Now let's have a look at that ship."

They hurried through the station and found a crater with a tarp covering whatever was in it. They approached it and Jack and the Doctor uncovered it as Nancy and Olivia watched them, not wanting to get in the way.

"You see?" Jack urged, climbing up to the control panel. "Just an ambulance."

"_That's_ an ambulance?" Nancy wondered.

"It's hard to explain," Olivia replied. "It's…alien."

"They've been trying to get in," Jack reported.

"Of course they have," the Doctor retorted as Jack worked at the panel. "They think they've got their hands on Hitler's latest secret weapon. What're you doing?"

"Well, the sooner you see this thing is empty, the sooner you'll know I had nothing to do with it."

It suddenly sparked, making all of them jump and an alarm blared from it.

"Didn't happen last time," Jack explained.

"It hadn't crashed last time," the Doctor retorted. "They're the emergency protocols."

"What's that mean?" Olivia wondered, cautiously before something came from the huge doors leading to the crater they were in. "Doctor!"

"Captain, secure those gates," the Doctor ordered Jack.

"Why?"

"Just do it!"

Jack climbed down from the Chula ship and hurried to fulfill his orders.

"Nancy, how did you get in here?" the Doctor asked her.

"I cut the wire," she replied.

"Show Olivia," he ordered, tossing the Sonic to Olivia who caught it. "Setting 2428D. Reattaches barbed wire. Go!"

Nancy led Olivia to the spot where she'd cut the wires and they both knelt down as Olivia examined the Sonic, trying to figure out the settings on it.

"Can you hold the wires in place for me?" she asked Nancy who nodded and held one wire in place to let Olivia place the Sonic at the gap. She grinned when the barbed wire sealed up and they moved on to the next one.

"Who are you?" Nancy asked as they worked. "Who are any of you?"

"I don't think you'd believe me if I told you," Olivia replied.

"You just told me that ambulance was alien. There are people running around with gas mask heads calling for their mummies, and the sky's full of Germans dropping bombs on me. Tell me, do you think there's anything left I couldn't believe?"

Olivia swallowed as they finished with the last wire and sighed, "We're time travelers from the future."

"Mad, you are."

"No, really, we have a time machine."

"It's not that. Alright, you got a time machine. I believe you. Believe anything, me. But _what_ future?"

"Nancy, I know what you're thinking, but it's not the end of the world."

"How can you say that? Look at it!"

"Listen, I'm from the future, and the guy I'm traveling with, he knows, too. The Germans don't win. I really shouldn't be telling you this, but…_you_ win."

"We win?"

Olivia grinned and nodded, making Nancy smile as well before they stood and hurried back toward the crashed ship where Jack opened the hatch.

"It's empty," Jack proved. "Look at it."

"What do you expect in a Chula medical transporter?" the Doctor questioned. "Bandages? Cough drops? Olivia."

"I have no clue," she replied.

"Yes, you do," the Doctor insisted, holding up his hand where he'd been burned.

"Nanogenes!" she instantly realized.

"It wasn't empty, Captain," the Doctor explained. "There was enough nanogenes in there to rebuild a species."

"Oh, god," Jack groaned.

"Getting it now, are we? When the ship crashes the nanogenes escape. Billions upon billions of them, ready to fix all the cuts and bruises in the whole world. But what they find first is a dead child, probably killed earlier that night, and wearing a gas mask."

"They brought him back to life?" Olivia breathed. "They can do that?"

"What's life?" the Doctor shrugged. "Life's easy. A quirk of matter. Nature's way of keeping meat fresh. Nothing to a nanogene. One problem, though: These nanogenes, they're not like the ones on your ship. This lot have never seen a human being before. Don't know what a human being's supposed to look like. All they've got to go on is one little body, and there's not a lot left. But they carry right on. They do what they're programmed to do. They patch it up. Can't tell what's gas mask and what's skull, but they do their best. Then off they fly, off they go, work to be done. 'Cause you see, now, they think they know what people should look like, and it's time to fix all the rest. And they won't ever stop. They won't ever, ever stop. The entire human race if gonna be torn down and rebuilt in the form of one terrified child looking for its mother, and _nothing_ in the world can stop it!"

"I didn't know," Jack said before the Doctor stepped toward the other end of the ship to work on it, passing by Olivia who lifted a hand to run it over his shoulder, reassuringly but he either didn't feel it or ignored it.

"Olivia!" Nancy called, causing the group to look toward the only open gate to see the people from the hospital marching toward them.

Olivia looked up to see the gas masked group heading toward them then looked to the flashing light on the Chula ship before looking to the Doctor in realization.

"It's bringing them here?" she breathed.

"The ship thinks it's under attack," he confirmed, still working. "It's calling up the troops. Standard protocol."

"But they're not troops."

"They are now. This is a battlefield ambulance. The nanogenes don't just fix you up. They get you ready for the front line, equip you, program you."

"That's why he's so strong and why he has omcom."

"It's a fully equipped Chula warrior, yes. All that weapons tech in the hands of an hysterical four-year-old, looking for his mummy. And now there's an army of them."

Olivia looked around at the surrounding people, but they didn't advance.

"Why don't they attack?" Jack wondered.

"Good little soldiers, waiting for their commander," the Doctor explained.

"The Child?" Jack questioned.

"Jamie," Nancy spoke up, tears in her eyes. "Not 'the Child'. Jamie."

"How long before that bomb lands here?" Olivia asked Jack.

"Any second," Jack replied.

"What's the matter, Captain? Bit close to the volcano for you?" the Doctor asked.

"He's just a little boy," Nancy shuddered as the Doctor stepped closer to her.

"I know," the Doctor assured her.

"He's just a little boy who wants his mummy."

"I know. There isn't a little boy born who wouldn't tear the world apart to save his mummy, and _this_ little boy can."

"What are we gonna do?" Olivia asked before swallowing hard.

"I don't know," he admitted.

"It's my fault," Nancy sobbed. "It is. It's all my fault."

"How could it be your—?"

The Doctor was cut off when the people around them started calling 'Mummy' as Nancy cried, making the three look around in wonder before the Doctor turned to her.

"Nancy, what age are you?" he asked. "Twenty? Twenty-one? Older than you look, yes?"

An explosion sounded, making the ground tremble.

"Doctor, that bomb," Jack reminded him. "We've got seconds."

"You can teleport us out, can't you?" Olivia asked him.

"Not you guys," he explained. "The navcom's back online. Gonna take too long to override the protocols."

"So it's volcano day," the Doctor replied keeping his eyes on Nancy. "Do what you've got to do."

Jack looked to Olivia and didn't say a word before disappearing.

"How old were you five years ago?" the Doctor asked Nancy, sending Olivia's attention to them in wonder. "Fifteen? Sixteen? Old enough to give birth, anyway. He's not your brother, is he? A teenage single mother in 1941. So you hid. You lied. You even lied to him."

Olivia said nothing as she stepped up to Nancy and wrapped an arm around her shoulders. They all jumped when the gates Jack had secured burst open, Jamie leading a group from the hospital.

"Are you my mummy?"

"He's gonna keep asking, Nancy," the Doctor reported. "He's never gonna stop."

"Mummy."

"You have to tell him," Olivia whispered, sending Nancy's gaze of wide-eyed shock at her.

"Nancy," the Doctor called, sending Nancy's gaze to him. "The future of the human race is in your hands. Trust me, and tell him."

"Are you my mummy?" Jamie wondered as he approached them and Nancy met him halfway. "Are you my mummy?"

"Yes," Nancy whispered before replying a little louder, "Yes, I am your mummy."

"Mummy?"

"I'm here."

"Are you my mummy?"

Nancy knelt down to be level with Jamie, whispering, "I'm here."

"Are you my mummy?"

"Yes."

"Are you my mummy?"

"Why does he keep asking?" Olivia whispered to the Doctor.

"He doesn't understand," he explained. "There's not enough of him left."

"I am your mummy," Nancy told Jamie. "I will _always_ be your mummy. I am so sorry. I am so, so sorry."

Nancy pulled Jamie close to hug him and the nanogenes surrounded them both, making Olivia frown in wonder.

"Doctor, what're they doing?" she asked, looking to his wide-eyed stare of hope. "It's gonna change her—"

"Shh!" he cut in, making her look back at the two. "Come on, please. Come on, you clever little nanogenes. Figure it out. The mother. She's the mother. That's gotta be enough information. Figure it out. See? Recognizing the same DNA."

"You mean…they're fixing _him_?" she grinned.

Nancy suddenly fell back as Jamie took a step back from her and the other two ran toward them, Olivia helping Nancy up as the Doctor stepped next to Jamie.

"Oh, come on," he pleaded. "Give me a day like this. Give me this one."

H leaned toward Jamie and gently pulled the gas mask off his face. They all grinned when it came sliding off and he was better than ever. The Doctor laughed as he lifted the boy and held him high as Olivia hugged Nancy's shoulders.

"Welcome back!" the Doctor cheered. "Twenty years to Pop music. You're gonna love it."

"What happened?" Nancy wondered through her grin.

"The nanogenes recognized the superior information, the parent DNA," he explained. "They didn't change you because _you_ changed _them_."

"Mother knows best," Olivia laughed as the Doctor set Jamie down, but the sound of a landing bomb made them all jump. "Doctor, the bomb."

"Taken care of it," he replied.

"How?" she frowned.

"Psychology," he replied, presenting the hugging Nancy and Jamie.

They all stared up when they saw the bomb coming toward them, but before it could land, Jack's spaceship came flying up behind it and he caught it in the tractor beam, a moment later he appeared on top of the bomb, straddling it to work on it.

"Doctor!" Jack called.

"Good lad!" the Doctor grinned.

"Jack!" Olivia grinned as well, waving to him.

"The bomb's already commenced detonation," Jack explained. "I've put it in stasis, but it won't last long."

"Change of plan," the Doctor explained. "Don't need the bomb. Can you get rid of it? Safely as you can."

"Olivia!" Jack called.

"Yes?" she called back.

"Goodbye," he replied, making her frown before he disappeared with the bomb, but a moment later he reappeared, adding, "By the way…love the scarf."

She couldn't help but grin, but it fell when he disappeared again and the tractor beam retracted into the ship before it flew away. She looked to the Doctor when he stepped around Jamie and Nancy, examining his hands and she stared on in awe as the nanogenes surrounded his hands.

"Doctor, what are you doing?" she smiled, still watching him.

"Software patch," he explained, the grin never leaving his face. "Gonna e-mail the upgrade. You want moves, Liv? I'll give you moves."

He aimed the nanogenes at the group around them and threw them at them. The group fell as the nanogenes got to work, instantly fixing everyone up.

"Everybody lives, Olivia," the Doctor grinned. "Just this once…everybody lives!"

Olivia grinned and ran toward the Doctor to hug him tightly before he released her and ran toward the group of now well people rising from the ground. She watched him speak to the doctor of the group, before rushing back toward her to climb onto the Chula ship.

"Right, you lot!" he shouted at them. "Lots to do! Beat the Germans! Save the world! Don't forget the welfare state!"

"What are you doing up there?" Olivia wondered, still grinning.

"Setting this thing to self-destruct, soon as everybody's clear," he explained, watching everyone head away. "History says there was an explosion here. Who am I to argue with history?"

"Usually you're the _first_ to argue," she giggled, making him grin down at her.

* * *

_Later..._

"The nanogenes will clean up the mess and switch themselves off, because I just told them to," the Doctor explained, marching into the TARDIS and hurrying around the console as Olivia followed him, shutting the door behind them. "Nancy and Jamie will go to Doctor Constantine for help. Ditto…all and all, all things considered, fantastic!"

"Look at you beaming like you're Santa Clause," Olivia smiled.

"Who says I'm not? Disneyland when you were five."

"What?!" Olivia squeaked with wide eyes.

"And everybody lives, Olivia. _Everybody_ lives! I need more days like this. Go one, ask me anything. I'm on fire!"

Olivia bit her lip before asking, "What about Jack? Why did he say goodbye?"

She watched him work on the console for a moment, still silent.

"Doctor?" she prompted again, stepping toward him before guessing, "That bomb's gonna blow him up, isn't it?"

"Yes."

"He saved our lives, Doctor. We should at least _try_ to help him."

"What do you think I'm doing, Liv?"

Olivia frowned at his words before grinning widely and running toward him to hug him tightly.

"Well, open the doors to let him in!" the Doctor urged, and she sprung into action, running around the console again to open the door just as music filled the TARDIS. She turned and jumped when the Doctor was behind her and pulling her toward him in an attempt to dance.

"Ok, then," she smiled, letting him try to lead her and as they turned she looked out the door in time to see Jack look back at them from his seat. "Hurry up, Jack!"

Jack ran into the room as the Doctor led her and she nodded in approval as they slow danced around the console, but when he turned her, one of her arms got twisted around to her back and she stumbled forward.

"That was good," she sighed, turning to him. "Until the spin. Let's try again."

"I'm _sure_ I used to know this stuff," he muttered before turning to Jack, calling, "Close the door, will you? Your ship's about to blow up. There's gonna be a draft."

Jack shut the door as Olivia hurried toward him.

"Welcome to the TARDIS," the Doctor said, hitting something on the console to launch them into the Vortex.

"Much bigger on the inside," Jack observed of the TARDIS.

"You'd better be," the Doctor retorted.

"What he _means_ is, you can cut in," Olivia grinned, making Jack grin back as he took the hand he offered her.

"Liv!" the Doctor called, drawing their attention to him. "I've just remembered…I can dance!"

Glen Miller's _In the Mood_ filled the room and the Doctor began swing dancing easily with a grin on his face.

"Um, Doctor, I think Jack wants this dance," she smiled, politely.

"I'm sure he would, Liv," the Doctor nodded, still dancing in front of them. "I'm absolutely certain. But who with?"

The Doctor grabbed Olivia's hand and twirled her into a dance around the console until they reached Jack again and Olivia let one of her hands reach out, causing him to grab it and twirl him out of the Doctor's arms and into his for their own turn around the console, making her laugh happily the entire time.

* * *

**A/N:** reviews?


	3. New Earth

_**New Earth 2.0**_

"Ok, mom, I gotta go," Olivia laughed, carrying a duffle bag as she, her mother, Joyce, and her best friend, Aaron stood in the front lawn of Joyce's home where the TARDIS was parked.

"Just be careful, please?" Joyce requested, still hugging Olivia.

"I will," she promised and Joyce finally released her to let her hug Aaron tightly with one arm. "Take care of her."

"You just get your butt home once in a while," he smiled as she pulled away and grinned back before hurrying into the TARDIS door.

She dumped her bag near the door and looked to the tall, brown-eyed, brunette, freckle-faced man standing at the console with a huge grin. He looked up at her as the door shut behind her and grinned in return as he pulled on two levers on the console before she ran toward him to stand with him at the console.

"Where are we going?" she asked him as he worked on the console, the TARDIS engines filling the room.

"Further than we've ever gone before," he replied before grinning, and that smile was so infectious that she couldn't help but grin back.

After everything they'd been through, she'd never felt as giddy as she did now. Was it the new face or the fact that she was back in the TARDIS? She didn't know, and honestly, she didn't care as the tall, handsome man she now knew as the Doctor ran around her, operating the console until the TARDIS came to a halt. He ran to the door and lifted his brown trench coat from the column next to it as Olivia pulled on a blue leather jacket and stepped out first.

Her eyes widened at the sight outside the door. They were parked on a hill, giving them a perfect view of the city beyond, vehicles flying through the air over the water of the coast around them.

"It's the year five billion and twenty-three," the Doctor explained, stepping next to her as the wind whipped around them. "We're in the galaxy M87, and this…this is New Earth. Not bad. Not bad at all."

"God, that's _amazing_!" she grinned. "I'll _never_ get used to this. New ground, new sky and…new smells? What is that?"

She frowned as the Doctor bent down and pulled a blade of grass from the ground, holding it toward her, reporting, "Apple grass."

"Oh, that's _awesome_!" she grinned.

"Yeah, yeah," he nodded with a grin.

"I love this," she grinned back at him before taking his hand in hers. "I love…traveling with you."

"Me too," he grinned, and she could tell he was oblivious to what she really wanted to say. She was only half disappointed by it, but part of her didn't _want_ him to know what she really meant. She was diverted when he dragged her ahead at a full run, still holding her hand. "Come on!"

She laughed, giddily as they stopped nearer to the coast and he pulled off his trench coat to spread it over the grass.

"Milady," he grinned, still holding her hand as she curtsied and he helped her recline back on one side of the coat, then laid down next to her. "So, the year five billion: the sun expands, the Earth gets roasted."

"First date," she recalled, grinning at him and he returned her grin.

"We had McDonald's," he recalled, making her grin widen and her heart fluttered at the fact that he'd remembered. "So, anyway, planet gone, all rocks and dust, but the human race lives on, spread out across the stars. Soon as the Earth burns up, oh, they get all nostalgic, big revival movement. They find this place. Same size as the Earth, same air, same orbit—lovely. Call goes out, the humans move in."

"So what's that city over there?" Olivia asked as he sat up on his elbows and she looked to him, expectantly.

"New New York," he replied, instantly.

"Serious?"

"It _is_! It's the city of New New York! Strictly speaking, it's the _fifteenth_ New York since the original. That makes it New New New New New New New New New New New New New New New York."

"Think you missed one," she smirked, making him frown in thought before he caught on.

"I did _not_!"

Olivia couldn't help but giggle as she still stared at him.

"What?"

"You're just…so different," she shrugged.

"New New Doctor," he grinned, and she couldn't help but giggle again.

She couldn't believe how she was acting. It was the same man, just…different. Deciding to distract herself from it she shifted to stand, avoiding stepping on his coat.

"Can we go to the city they named twice?" she hoped as he stood as well, lifting his coat to pull it on.

"Well, I thought we might go _there_ first," he confessed, making her frown when she followed his gaze to the building on the coast not too far away with a huge crescent moon on the side.

"What's that?" she asked, helping him put his coat on.

"Some sort of hospital. Green moon on the side: that's the universal symbol for hospitals," he replied, digging into his pocket to pull out his Psychic Paper and show it to her. "I got this. Message on the Psychic Paper. Someone wants to see me."

"'Ward twenty six. Please come'," Olivia read before he closed it and tucked it back into his pocket as she took his arm, sighing, "And I thought we were just on another date."

"We can sight-see later, I promise," he grinned, leading her toward the hospital. "Although…why does it have to be a hospital? I _hate_ hospitals."

"Oh, that's rich, coming from _the Doctor_," she laughed as they quickly came to the doors of the hospital and stepped in.

"I can't help it," he replied. "I don't like hospitals. They give me the creeps."

She kept hold of his arm as he led her through the lobby of the huge, sterile white building toward the lifts.

"This place is huge," she murmured as people milled around them, women in huge hats all in white with veils over their faces and patients alike. "Not even the ones back home are this open."

"No shop," the Doctor noticed as her arm slipped away from his to trail behind. "I like the little shop."

"This far in the future and they haven't cured _everything_ yet?" she wondered, stopping when someone walked past her, the Doctor still heading toward the lifts.

"The human race moves on, but so do the viruses," he explained as Olivia stared at the cat faced woman in white that walking past her. "It's an ongoing war."

He stopped and turned just as she looked back at him with wide eyes.

"Cats," she chirped as he approached her again.

"Now, don't stare. Think what you look like to them all…" he looked her up and down, and she didn't fail to notice the look in his eyes before he resumed, "…pink and black. _That's_ where I'd put the shop! Right there!"

Olivia frowned in the direction he pointed as he turned to head toward the lift head, telling it he wanted to go to Ward twenty-six.

"Wait! Doctor!" she called when she looked back and saw the doors closing on the lift, but when she ran toward them, they'd already closed.

"Oh, too late," he called. "I'm going up."

"It's ok, there's another elevator I can use!" she called, hurrying toward it.

"Ward twenty-six!" he told her. "And watch out for the disinfectant!"

"Why?! What's it do?!"

She couldn't hear his reply when he made it.

"What?!"

She didn't hear whatever he said after that and by then her lift had arrived. She stepped in and glanced around in awe as she stood in the center.

"Ward twenty-six, please," she grinned and felt it move, instantly.

"_Commence stage one disinfection_," a computerized voice announced.

She screamed in shock when she was suddenly showered with water from all sides, making her breathe through her mouth and keep her eyes shut as she was drenched. The water suddenly stopped and she sighed in relief, shaking her head like a dog to get the access water off of her, and she couldn't help but laugh at what she might look like. She tried straightening herself up but powder was suddenly shot at her from the directions the water had come from, making her jump with a squeak and freeze in her place. Then the air dryers came on, blowing with such force that they kept her centered, but she had to admit, this one was her favorite stage in the whole process.

The lift stopped and she stepped out, fully dry but she frowned in wonder when she found herself in what seemed like a basement.

"The human child is clean," a voice called down the tunnel, making her jump and turn to see a strange looking alien in scrubs. "This way, Olivia Felton."

She watched him run away and looked around at the things on the floor before leaning down and picking up a metal pipe she could use as a weapon, knowing she wasn't in the right place. She followed him slowly, keeping plenty of room between them as he hopped around down the tunnel. He disappeared through a door and she raised her pipe when she saw a projection player on the other side. As she stepped through the plastic draped over the doorway, she looked to the projected image on the screen. There was some kind of party going on with people in suits and dresses, and one woman in particular with a familiar voice caught her eye.

"Oh, my God, that's—"

She cut herself off as she spun around to see a stretched piece of skin with a face on it in a metal frame with a brain beneath it.

"Peekaboo!" Cassandra sang.

"You stay away from me, you piece of hide!" Olivia snapped, backing away toward the door again.

"Why? What do you think I'm going to do, _flap_ you to death?" Cassandra shot back.

"Don't send Mommy's Little Helper after me, either," Olivia retorted, keeping her pipe raised.

"Oh, that's just Chip," Cassandra explained. "He's my pet."

"I _worship_ the Mistress!" Chip called.

"Moisturize me, moisturize me," Cassandra called to him and he lifted a bottle to spray her with. "He's not even a proper life form. He's a force-grown clone. I modeled him on my favorite pattern. But he's so faithful. Chip sees to my physical needs."

"Oh, I _really_ hope you mean food," Olivia blanched before questioning. "How can you still be alive?"

"After you murdered me—"

"I had nothing to do with it," Olivia cut in. "And it was your own fault anyway. You killed yourself."

"The brain of my mistress survived," Chip explained. "And her pretty blue eyes were salvaged from the bin."

"But you got ripped apart. Where'd you get the skin from?" Olivia frowned.

"That piece of skin was taken from the _front_ of my body," Cassandra explained. "This piece is the back."

"Ha! You're talking out of your—!"

"Ask not," Cassandra interrupted, irritably.

"The mistress was lucky to survive," Chip reported. "Chip secreted milady into the hospital."

"So they don't know you're here," Olivia realized.

"Chip steals medicine, helps milady," he explained. "Soothes her, strokes her."

"Yeah, you can keep that to yourself, Chip," Olivia warned him.

"But I'm so alone, hidden down here," Cassandra complained in a woe-is-me tone. "The last human in existence."

"Oh, jeez, you're like a broken record," Olivia exasperated. "In case you haven't noticed, you're on _New Earth_."

"A vegetable patch," Cassandra spat.

"There are _millions_ of humans out there."

"Mutant stock."

"They evolved. Not like you. You turned yourself into a tapestry and for what?"

"Oh, I remember that night," Cassandra sighed of the projection, making Olivia turn to watch. "Drinks for the ambassador of Thrace. That was the last time anyone told me I was beautiful. After that, it all became such hard work."

"Well, you're a survivor Cassandra, I must say," Olivia shot back, glaring at her.

"But I've not been idle, Olivia," Cassandra explained. "Tucked away, underneath this hospital, I've been listening. The Sisters are hiding something."

"Really?" Olivia nodded, in mock interest.

"Oh, these cats have secrets," Cassandra replied, ignoring Olivia's sarcasm. "Hush, let me whisper. Come closer."

"Nice try, ya blue-eyed blanket," Olivia scoffed, backing into a doorway. "I'm not going anywhere _near_ you."

She was suddenly stopped when something grabbed hold of her arms, tendrils of light wrapping around her wrists, and she instantly struggled.

"Chip, activate the Psyhograft!" Cassandra ordered.

"Let me go, _now_!" Olivia snarled, still struggling to be free, but she was soon in a tent of light instead of being set free. "What are you doing?!"

"The Lady's moving on," Cassandra replied, triumphantly. "It's goodbye, trampoline, and hello, Bright Eyes!"

Olivia struggled when she saw a bright light heading toward her, and a moment later she was released, falling to the floor, the pipe falling from her hand. Chip ran toward her as she gave a groan and moved slowly.

"Mistress?" Chip called.

"Moisturize me," she breathed…in a very different accent. Chip ran to get the spray bottle as she tried sitting up then looked to one of her arms with wide eyes. "How bizarre."

Chip paused as he watched her examine her hands.

"Arms…fingers…" Some raven hair fell into her sight, making her gasp. "Hair! Let me see! Let me see!"

She shot to her feet and ran to a mirror, running her fingers through her hair.

"Oh, my God!" Cassandra in Olivia's body breathed. "I'm a chav! Look at me! From Class to Brass! Although…" Her tone changed when she realized Olivia had chosen a particularly tighter blouse than what she would usually wear and jeans that accentuated her shape. "Ooh, curves."

She started bouncing on her knees, standing sideways as she stared at herself in the mirror, Chip bouncing along with her.

"Ooh, baby! It's like living inside a bouncy castle!"

"The mistress is _beautiful_!" Chip smiled.

"Absolutement!" Cassandra grinned with pride, looking to him and spotting her old frame behind him. "Oh, but look."

"Oh, the brain meat expired," Chip noticed as they stepped toward it. "My old mistress is gone."

"But safe and sound in here," Cassandra assured him, tapping Olivia's temple with a triumphant smile as she felt at her neck.

"But what of the Olivia child's mind?" Chip wondered.

"Oh, tucked away," Cassandra explained. "I can just about access the surface memory. God…she's with the Doctor. That man. He's the Doctor. The same Doctor with a new face! That _hypocrite_! I _must_ get the name of his surgeon."

She moved back to the mirror to examine herself again, Chip following her.

"I could do with a little work. Although…nice rear bumper."

She admired Olivia's backside in the mirror until a song came from her pocket, making her frown in wonder.

"Oh, it seems to be ringing," she realized, pulling out Olivia's cell phone to examine it. "Is it meant to ring?"

"A primitive communications device," Chip explained as she answered it.

"_Liv, where are you?_" the Doctor asked on the other end of the line.

"How does she speak?" Cassandra asked Chip placing the phone to her ear.

"Old Earth American," he whispered back.

"Um…sup bro?" Cassandra replied in an exaggerated American accent.

"_Where've you been?_" the Doctor asked her, seeming not to notice her strange tone. "_How long does it take to get to Ward twenty-six?_"

"I'm on my way, dude," Cassandra continued. "I'll be there before you can…spit."

"_You'll never guess_," the Doctor grinned on the other end. "_I'm with the Face of Boe. Remember him_?"

"'Course I do!" Cassandra laughed. "That big old…Boe race."

"_I'd better go_," he replied, sounding distracted. "_See you in a minute_."

Cassandra frowned and pulled the phone back to hang it up and tuck it back on her pocket.

"Right, I'll need to meet him soon," Cassandra said, stripping off Olivia's leather jacket and adjusting her chest to be as alluring as possible.

"This Doctor man is dangerous," Chip warned her as she bent over to tousle her hair a bit then flip it back up to look at her reflection.

"Dangerous and clever," Cassandra replied, fixing her hair. "I might need a mind like his. The Sisterhood is up to something. Remember that old Earth saying? Never trust a nun, never trust a nurse, and _never_ trust a cat. Perfume."

Chip handed her a small vile and she tucked it into her cleavage before marching back toward the lifts.

"I'll come get you," she told him. "Stay here until then."

"Yes, Mistress," Chip nodded.

"Ward twenty-six," she told the lift as the door closed.

_Get out of my body, you evil piece of hide!_ Olivia shouted in her head, making her wince and hold a hand to her head.

_How are you doing that?!_ Cassandra demanded. _You're supposed to be dormant!_

_Maybe I've got a knack for survival myself_, Olivia shot back. _He'll realize it's not me, ya know. He's not stupid._

_No, but I only need him to believe me until we find out what's going on here. Now go back to sleep_.

_No! Cassandra, you can't—!_

Olivia was cut off when the doors opened and Cassandra strolled out into Ward twenty-six. She soon spotted the Doctor looking over bags of solution through thick-framed glasses before he spotted her and rushed toward her.

"There you are! Come and look at this patient." He took her arm and led her around, pulling her close as he pulled off his glasses. "Marconi's Disease. Should take years to recover: two days. I've never seen anything like it. They've invented a cell washing cascade. It's amazing. Their medical science is _way_ advanced. And this one." He led her toward another patient. "Pallidome Pancrosis. Kills you in ten minutes, and he's fine. I need to find a terminal. I've gotta see how they do this." He led her out of the door again, continuing, "'Cause if they've got the best medicine in the world, then why is it such a secret?"

"I can't Adam-and-Eve it," Cassandra replied, her own voice coming out, making the Doctor frown as he stopped to stare at her.

"What's…what's with the voice?" he wondered, making her turn to him to meet his gaze.

"Oh, I dunno, just larking about New Earth," she sighed, feeling Olivia's hormones going crazy as she looked at him. "New me."

"Well, I can talk," he smirked, then grinned, "New New Doctor."

"Aren't you just," Cassandra breathed, and unable to hold back the hormones any more she grabbed him by the hair to plant a long, hard kiss to his lips, her fingers running through his hair before she just as suddenly pulled back and released him. He stared at her as she panted for breath then sputtered, "T-T-Terminal's this way."

She turned to head toward it as the Doctor watched her for a moment, recovering from the moment of passion.

"Yep…still got it," he chirped, lifting a hand to smooth out his ruffled hair, meeting her at the terminal to look it over. "Nope, nothing odd. Surgery, post-op, nanodentistry. No sign of a shop. They should have a shop."

"No, it's missing something else," Cassandra noticed, examining the terminal. "When I was down stairs, those cat/nurse/nuns were talking about intensive care, but where is it?"

"You're right. Well done," the Doctor complimented, glancing at her in evaluation.

"Why would they hide a whole department?" Cassandra wondered as the Doctor pulled his Sonic Screwdriver from his jacket. "It's gotta be there somewhere. Search the subframe."

"What if the subframe's locked?" the Doctor asked, warily.

"Try the installation protocol," Cassandra replied, irritably.

"Yeah, 'course, sorry, hold on," he nodded, using the Sonic on the screen. The wall hissed and slowly lowered in one section and the Doctor watched as Cassandra marched ahead, adding, "Intensive care. Certainly _looks_ intensive."

He followed her through the halls and into a huge basement, down a labyrinth of stairs before stopping on one floor to stare at all the green, glowing doors that filled the many floors from top to bottom. The Doctor stepped toward one of them, using the Sonic on the lock and the lights around it turned red as an alarm sounded. He pulled the door open to reveal a dazed man in a dirty, dingy hospital gown sitting in the small room, sores all over his discolored skin.

"That's disgusting," Cassandra blurted before asking, "What's wrong with him?"

"I'm sorry," the Doctor told him. "I'm so sorry."

He shut the door before opening the next one to reveal a woman this time, looking just as sick and dazed.

"What disease is that?" Cassandra questioned.

"All of them," the Doctor replied solemnly. "Every single disease in the galaxy. They've been infected with everything."

"What about us?" Cassandra questioned, worriedly. "Are we safe?"

"The air's sterile," he assured her as he shut the door. "Just don't touch them."

He stepped back toward the railing to stare at the entirety of the immense room, Cassandra stepping next to him.

"How many patients are there?" she wondered.

"They're not patients," he told her.

"But they're sick."

"They were _born_ sick. They're _meant_ to be sick. They _exist_ to be sick. Lab rats. No wonder the Sisters have got a cure for everything. They've built the ultimate research laboratory. A human _farm_!"

He turned and marched back down the isle, Cassandra following him.

"Why don't they just die?" she wondered as he stopped again to look over a door.

"Plague carriers," he replied. "The last to go."

"It's for the greater cause," one of the nuns called, coming up the stairs.

"Novice Hame," the Doctor ground out. "When you took your vows, did you agree to _this_?"

"The Sisterhood has sworn to help," Hame replied.

"What, by _killing_?!" he shouted back.

"They're not real people," Hame insisted. "They're specially grown. They have no proper existence."

"What's the turnover, hm?" he questioned her. "A thousand a day? A thousand the next, a thousand the next? How many thousand? For how many years? _How_ _many_?!"

Cassandra couldn't stop Olivia's body from getting goosebumps as he yelled like that, and she could feel Olivia's consciousness trying to surface again, but managed to keep her at bay.

"Mankind needed us," Hame insisted. "They came to this planet with so many illnesses, we couldn't cope. We _did_ try. We tried everything. We tried using clone-meat and bio-cattle, but the results were too slow. So the Sisterhood grew its own flesh. That's all they are…flesh."

"These people are alive,"

"But think of those humans out there. Healthy and happy, because of us."

"If they live because of this, then life is worthless."

"But who are _you_ to decide that?"

"I'm the Doctor. And if you don't like it, if you wanna take it to higher authority, there isn't one. It _stops_ with me."

"Just to confirm," Cassandra called, stepping toward them to ask Hame, "None of the humans in the city actually _know_ about this?"

"We thought it best not—"

"Hold on," the Doctor cut in. "I can understand the bodies. I can understand your vows. One thing I can't understand: What have you done to Olivia?"

_Ha!_ Olivia shouted, triumphantly before she was buried again by Cassandra.

"I…don't know what you mean?" Hame replied, honestly.

"And I'm being very, very calm," he ground out. "You wanna be aware of that. Very, very calm. And the only reason I'm being so very, very calm is that the brain is a delicate thing. Whatever you've done to Olivia's head, I want it reversed."

"We haven't done _anything_," Hame insisted.

"I'm _perfectly_ fine," Cassandra argued, trying to be casual.

"These people are dying, and _Olivia_ would care."

"Oh, alright, clever clogs," Cassandra sighed, turning the Doctor to face her. "Smarty pants." She pulled his tie from the jacket to hold it. "Lady killer."

"What's happened to you?" he questioned.

"I knew something was going on in this hospital, but I needed _this_ body and _your_ mind to find it out."

"Who are you?" he demanded with a frown and she pulled him close by his tie to whisper in his ear.

"The last human."

"Cassandra?"

"Wake up and smell the perfume," she snapped, pulling the vile of perfume she had and spraying it in his face. He was knocked out and fell to the ground where Novice Hame knelt down to try helping him.

"You've hurt him," she said, looking up at Cassandra. "I don't understand! I'll have to fetch Matron."

"You do that, because _I_ want to see her," Cassandra retorted. "Now, run along. Sound the alarm!"

* * *

_Some time later..._

_Cassandra you can't do this!_ Olivia shouted at her from the confines of her mind as Chip sat the Doctor in an empty tube and shut the door.

_Wrong, Bright Eyes_, Cassandra shot back. _Can, and will. Now, quiet, little tart_.

"Let me out!" the Doctor suddenly called from the tube. "Let me out!"

"Aren't you lucky, there was a spare?" Cassandra crooned, leaning against the frame to look at his blurry image through the green glass. "Standing room only."

"You've stolen Olivia's body," he snapped.

"Over the years, I've thought of a thousand ways to kill you, Doctor," Cassandra reported. "And now that's exactly what I've got: One thousand diseases. They pump the patients with a top-up every ten minutes. You've got about…" She looked to Olivia's watch on her wrist, resuming, "…three minutes left. Enjoy."

"Just let Olivia go, Cassandra," he implored.

"I will," she assured him. "As soon as I find someone younger and…less common, then I'll junk her with the waste. Now hush-a-bye, it's show time."

"Anything we can do to help?" Matron Casp asked as she and another nun stepped toward her but stopped a few feet away.

"Straight to the point, Whiskers," Cassandra replied. "I want money."

"The Sisterhood is a charity," Casp smirked. "We don't _give_ money. We only _accept_."

"The humans across the water pay you a fortune. And that's exactly what I need. A one-off payment. That's all I want. And perhaps a yacht. In return for which, I will tell the city nothing of your institutional murder. Is that a deal?"

"I'm afraid not," Casp shot back.

"I'd _really_ advise you to think about this."

"There's no need. I have to decline."

"I'll tell them, and you've no way of stopping me. You're not exactly Nuns with Guns. You're not even armed."

"Who needs arms when we have claws?" Casp snarled, lifting a hand to bare the claws she spoke of with a hiss.

"Well, nice try," Cassandra smiled, nervously before turning to Chip calling, "Chip! Plan B!"

Chip grabbed a lever attached to the wall, making an alarm blare as the doors to the tubes on their floor, releasing the infected patients, and the Doctor.

"What have you done?!" he snapped at her as she marched down the hall.

"Gave the system a shot of adrenaline, just to wake 'em up," Cassandra replied before bolting down the hall, Chip following her. "See ya!"

"Don't touch them!" the Doctor shouted to the two sisters on the other side of the group before launching after Cassandra and Chip. "Whatever you do, don't touch!"

A moment later sparks suddenly burst from the locks on the doors, following the three as they ran, making Cassandra scream as _all_ the doors swung open and they stopped at the top of the stairs leading further down to see all the doors open.

"Oh, my God," Cassandra groaned.

"What the hell have you done?!" the Doctor snapped.

"It wasn't me!" she shot back.

"One touch and you get every disease in the world. And I want that body _safe_, Cassandra! We've got to go down!"

"But there's _thousands_ of them!" she cried in panic.

"_Run!_" he screamed making her give a cry as she hurried down the stairs, Chip right behind her and the Doctor right behind them. "Down! Down! Go down!" the Doctor shouted as they ran down the stairs to reach the lower basement as the PA system announced a quarantine on the building. "Keep going down! Down!"

Cassandra ran toward the lifts in the basement and tried to summon one of them.

"No, the lifts have closed down," the Doctor reported. "That's the quarantine. Nothing's moving."

"This way!" she shouted, running the opposite direction. She and the Doctor easily dodged some of the infected patients coming down the hall, but Chip had fallen behind, making the Doctor look back and stop as Chip wailed.

"Don't let them touch you!" he called to Chip.

"Leave him!" Cassandra shouted, coming back to pull on the Doctor's sleeve. "He's just a clone thing. He's only got a half-life. Come on!"

"Mistress!" Chip called as she ran off, the Doctor hurrying after her.

"I'm sorry, I can't let her escape!" he called sincerely, running after Cassandra in Olivia's body.

She led them to the room with the Psychograft where the Doctor shut the door behind them and locked it with the Sonic, and Cassandra ran toward another door to open it, only to reveal more infected people, making her scream and slam it shut again.

"We're trapped!" she cried. "What are we going to do?!"

"Well, for starters, you're going to leave that body," he ordered. "That Psychograft is _banned_ on every civilized planet. You're compressing Olivia to death!"

"But I've got nowhere to go," she told him. "My original skin's _dead_!"

"Not my problem. You can float as atoms in the air. Now _get out_."

She only smiled at him, making him lift his Sonic Screwdriver toward her.

"Give her back to me," he ordered once more.

"You asked for it," she retorted. She took in a deep breath and the light that was Cassandra flowed out of Olivia…and into the Doctor.

"Oh, god, my head," Olivia groaned, then looked around the room in wonder. "Where is she?"

"Ooh, my. This is…different."

Olivia shot her gaze to the Doctor, instantly noticing his different tone and stance.

"What…the…hell," Olivia blurted.

"Goodness me, I'm a _man_," Cassandra grinned, sashaying around the room. "Yum! So many parts, and hardly used."

"Did you just say…yum?" Olivia wondered with a frown that soon went to a wide-eyed stare of horror as she made the Doctor dance in place.

"Ah! Ah! Two hearts!" Cassandra cried, making Olivia slap a hand to her face in embarrassment for him. "Oh, baby! I'm beating out a Samba!"

"God, _please_ get out of him!" Olivia begged.

"Ooh, he's slim," Cassandra replied, running and appreciative hand down his side before looking to Olivia, grinning, "And a little bit foxy. You thought so, too. I've been inside your head. You've been looking. You like it."

The door burst open and a group of infected patients headed toward them, making them freeze and stare at them.

"What do we do?!" Cassandra demanded, hitting Olivia's arm. "What would he do? The Doctor. What the hell would he do?!"

Olivia turned to the ladder behind them, saying, "Well, since _down_ didn't work so well, let's try _up_."

"Out of the way, Bright Eyes!" Cassandra snapped, shoving Olivia out of the way and running toward the ladder to get climbing, Olivia hurriedly following.

"If you get out of him he can think of something to get us out of here!" Olivia told Cassandra as they climbed.

"God, it's tedious inside your head," Cassandra shot back. "Hormone City."

"Do you wanna die?!" Olivia retorted but screamed when something grabbed her foot. She held tight to the ladder as she looked down to see Matron Casp gripping her ankle.

"All that good work, all that healing, the good name of the Sisterhood," she snapped as Olivia tried kicking her off. "You have destroyed everything!"

"Go and play with a ball of string," Cassandra called.

"Everywhere…disease!" Casp hissed. "This is the human world! Sickness."

She suddenly screamed, letting Olivia go as she fell, instantly becoming infected when one of the patients touched her.

"Go!" Olivia shouted at Cassandra who instantly climbed farther up the ladder. They stopped at the elevator door, which Cassandra tried to open but failed. "Use the Sonic Screwdriver!"

"You mean this thing?" Cassandra sneered, pulling the Sonic from his jacket.

"Yes, that thing," Olivia sighed in exasperation. "Useit!"

"Well, I don't know how! That Doctor's hidden away all his thoughts."

"Come back into me and he'll open it," Olivia sighed, and Cassandra gave a face, making her shout, "Just do it!"

"Hold on tight," Cassandra warned, and her consciousness traveled from the Doctor and back into Olivia, making her groan, "Oh, chavtastic again. Open it!"

"Not till you get out of her," the Doctor demanded, pointing the Sonic at her as he hung easily from the ladder.

"We need the Doctor."

"I order you to leave her!"

Once again, her consciousness traveled from Olivia to the Doctor.

"No matter how difficult the situation, there is _no_ need to shout," Cassandra complained.

"God! Is it so difficult?! Get out of him!"

"But if I go into you he simply refuses. He's so rude!"

"Just _do_ something!"

"Oh, I am _so_ gonna regret this," Cassandra groaned before leaving the Doctor and Olivia watched her consciousness head past her and into the woman leading the infected toward them. "Oh, sweet lord! I look disgusting!"

The Doctor used the Sonic on the doors to open it, jumping in and holding a hand toward Olivia as she hurried after to him.

"Nice to have you back," he grinned, making her grin back as he pulled her through the doors.

"Nice to _be_ back," she replied, but as he pulled her through the doors Cassandra caught up with her and pushed her to the floor as he shut the doors.

"That was your _last_ warning, Cassandra!" he snarled, turning to her as Olivia's body leaned back on the wall.

"Inside her head," Cassandra murmured in horror. "They're so alone. They keep reaching out just to hold us. All their lives, and they've never been touched."

The Doctor stepped toward her to offer his hand, making her glance between him and it before she took it and he pulled her up without a word. Pounding on the other side of the door made her jump but the Doctor only stepped around the corner to open the next door that led directly into Ward twenty-six. A woman with blonde hair came roaring at them with a stool.

"We're safe!" the Doctor told her, making her stop. "We're clean! Look!"

"Show me your skin," she demanded.

"Look, clean. If we'd been touched we'd be dead," he assured her, both he and Cassandra displaying their hands and arms, and the blonde lowered the stool. "So, how's it going up here? What's the status?"

"There's nothing but silence from the other wards," the blonde replied. "I think we're the only one's left. But I've been trying to override the quarantine. If I can trip a signal over to New New York, they can send a private executive squad."

"You can't do that," the Doctor told her, shaking his head. "If they forced entry, they'd break quarantine."

"I'm not dying in here," she ground out, clutching her working handheld.

"We can't let a single particle of disease get out," he snapped at her. "There is ten million people in that city. They'd all be at risk. Now, turn that off!"

"Not if it gets me out."

"Alright, fine. So I have to stop you lot as well. Suits me. Liv, Novice Hame, everyone! Get me the intravenous solutions for every single disease. Move it!"

They all worked to gather every bag they could find as the Doctor grabbed a few more supplies, wrapping a rope all around his torso. When he was given the bags he attached them to the rope and when Cassandra approached him he asked, "How's that? Will it do?"

"I don't know. Do for what?" Cassandra retorted as he ran toward the lift and opened the doors. "The lifts aren't working!"

"Not moving, different thing," he replied, backing up and placing the Sonic in his teeth before running toward the open doors and grabbing the line attached to the lift to dangle from it, attaching the wheel to it.

"What do you think you're doing?!" Cassandra demanded.

"I'm going down," his reply came, muffled by the Sonic still in his teeth before he removed it and used it on the wheel. "Come on!"

"Ha! Not in a million years!"

"I need another pair of hands. What do you think? If you're so desperate to stay alive, why don't you live a little?"

Cassandra looked to the door to see the infected group coming toward her and realized she had no choice. She ran with a cry toward the gap and jumped, grabbing onto the ropes over the Doctor's chest and wrapping her legs around him as much as she could.

"You're completely mad!" she realized. "I can see why she likes you."

"Going down!" he announced before hitting something on the wheel as he held onto it and Cassandra screamed as they went down…fast. They only slowed when they were an inch or so above the top of the lift and jumped down.

"Well, that's one way to lose weight," she sighed, straightening herself out.

"Now, listen," he ordered. "When I say so, take hold of that lever."

"There's still a quarantine down there, we can't—!"

"Hold that lever!" he snapped before beginning to pull the bags from the rope around him. "I'm cooking up a cocktail. I know a bit about medicine myself."

Cassandra grabbed the lever as the Doctor opened the bags and emptied them into the tub of solution in front of them.

"Now, that lever's gonna resist," he warned her, pulling the rope off and rushing toward the door in the roof of the lift to open it. "But keep it in position. Hold onto it with everything you've got."

"What about you?" Cassandra asked, watching him lower himself into the cabin.

"I've got an appointment," he replied. "The Doctor is in."

Cassandra heard Olivia's giggles as he dropped down into the cabin and rolled her eyes. He used the Sonic on the door to open it before backing deeper into the cabin.

"I'm in here!" he called to the infected people outside. "Come on!"

"Don't _tell_ them!" Cassandra shouted.

"Pull that lever!" he ordered her.

She gripped the lever as hard as she could and pulled as the Doctor kept calling the infected toward him.

"_Commence stage one: Disinfection_," the PA announced and the cabin showered the infected with the solutions he'd dumped.

"All they wanna do is pass it on!" he called as they headed back out, and he was drenched as well. "Pass it on!"

"Pass on what?!" Cassandra demanded.

"Alright, come on down!" he called, and she let go of the lever to jump down into the cabin with his help.

"What did they pass on?" she wondered. "Did you kill them, all of them?"

"No," he replied with a shake of his head before heading out of the lift. "That's _your_ way of doing things. I'm the Doctor, and I _cured_ them."

They stepped out into the lobby full of now cured patients as one of them came up to hug the Doctor and he returned the hug before entreating her to sit.

"It's a new subspecies, Cassandra," he explained, grinning the entire time. "A brand new form of life. _New_ humans! Look at them! Grown by cats, kept in the dark, fed by tubes, but completely, _completely_ alive!" You can't deny them 'cause you helped create them. The human race just keeps on going, keeps on changing. Life will out!"

* * *

_Later..._

NNYPD officers milled around the hospital, taking away all the sisters, including Novice Hame, who was walked out right past the Doctor and Cassandra in Olivia's body as they stepped back into Ward twenty-six.

"The Face of Boe!" he recalled, running toward his place at the back of the room, Cassandra following him and they found him alive and healthy.

"You were supposed to be dying," the Doctor smirked.

"There are better things to do today," Boe replied. "Dying can wait."

"Oh, I hate telepathy," Cassandra groaned. "Just what I need. A head full of big face."

The Doctor shushed her, irritably.

"I had grown tired with the universe, Doctor," Bow explained. "But you have taught me to look at it anew."

"There are legends, you know," the Doctor reported. "Saying that you're millions of years old."

"Well, now, that would be impossible."

"Wouldn't it just? I got the impression there was something you wanted to tell me."

"A great secret."

"So the legend says."

"It can wait."

"Oh, does it have to?" the Doctor wondered in disappointment.

"We shall meet again, Doctor, for the third time, for the last time, and the truth shall be told. Until that day."

The Face of Boe disappeared into thin air.

"That is enigmatic," the Doctor admired with a nod. "That—That is _textbook_ enigmatic." He sighed and turned to Cassandra. "And _now_ for you."

"But everything's happy. Everything's fine. Can't you just leave me?"

"You've lived long enough. Leave the body and _end_ it, Cassandra."

She lifted a hand to her face, crying, "I don't want to die!"

"No one does."

"Help me!"

"I can't."

"Mistress!" Chip called, running toward them and turning their attention to him.

"Oh, you're alive!" Cassandra cried.

"I kept myself safe, for _you_, Mistress," he explained.

"A body," Cassandra hummed, thoughtfully. "And not just that, a _volunteer_."

"Don't you dare!" the Doctor snapped. "He's got a life of his own."

"I _worship_ the Mistress," Chip argued as Cassandra winked at the Doctor. "I welcome her."

"You can't, Cassandra. You—!" the Doctor was cut off when her consciousness moved into Chip, and he caught Olivia before she fell to the floor. "You alright?"

"Y-Yeah," Olivia sighed, but didn't move out of his arms right away. "I'm…good."

He cautiously let her go but her legs hadn't really come back to her control yet and she began sinking to the floor again, making the Doctor pull her up again.

"Sure you're alright?" he snickered.

"Quit laughing at me, just give me a second," Olivia sighed, leaning her head on his shoulder before taking in a breath and lifting her head to meet his gaze. "Hi."

"Hello," he grinned. "Welcome back."

"Oh, sweet lord," Cassandra called, making the couple part and look to her. "I'm a walking doodle."

"You can't stay in there," the Doctor told her. "I'm sorry, Cassandra, but that's not fair. I can take you to the city, they can build you a skin tack, and you can stand trial for what you've done."

"Well, that _would_ be rather dramatic," Cassandra replied. "Possibly my finest hour. And certainly my finest hat. But I'm afraid I don't have time. Poor little Chip is only a half-life, and he's been through so much. His heart is racing so. He's failing. I don't think he's going to last—"

Cassandra fell to her knees, making the other two catch her to keep her from falling to the floor.

"You alright?" the Doctor asked.

"I'm fine," she replied, then realized, "I'm dying. But that's fine."

"I can take you to the city," the Doctor told her.

"No, you won't," she argued. "Everything's new on this planet. There's no place for Chip and me anymore. You're right, Doctor. It's time to die. That's good."

"Come on," the Doctor urged, he and Olivia standing her up. "There's one last thing I can do."

* * *

_Moments later..._

The Doctor led Cassandra in Chip's body out the door of the TARDIS and into the dinner party, Olivia right behind them. They soon spotted past Cassandra chatting everyone up and Chip/Cassandra turned to the Doctor.

"Thank you," she breathed.

"Just go," the Doctor replied. "And don't look back."

They watched Chip/Cassandra walk toward herself, and Olivia took the Doctor's hand in hers as they watched them speak before Chip/Cassandra sank to the floor to die. She swallowed as the Doctor turned to pull her back toward the TARDIS and she sniffled when they stepped back inside and he shut the door behind them.

"Alright?" the Doctor murmured, setting a hand on her shoulder and Olivia nodded, wiping a tear from her cheek.

"She told me about that moment," she replied. "And she told me that she modeled Chip after her favorite pattern. I just realized…that's why. It's all just one big paradox, isn't it?"

"Sometimes," he smiled warmly, wrapping his arm completely around her shoulders to pull her toward the console.

"That was nice of you to do that," she smiled back at him as he released her to operate the console.

"Well, it was the least I could do, since I couldn't save her," he replied, and Olivia couldn't help but smile as she watched him run around the console, but frowned when he paused. "Can I ask…how much do you remember?"

That made her swallow and blush as she recalled the lip lock Cassandra had made her plant on him and averted her gaze to the console.

"Everything," she muttered, honestly. "Y-You?"

"Everything," he replied, going back to driving. "Just curious."

She nodded in understanding, wondering if that was all or if he had more to ask, but when he said nothing else she strolled around the console to stand next to him.

"Just so you know…" she began cautiously and he looked to her with a frown of wonder, as she resumed, "…that's…_not_ how I wanted our first kiss to go."

"I know," he simply replied before turning back to the console and making her frown at him in wonder but she said nothing else on the subject.

"Where to now?" she wondered, making him look to her again and they exchanged smiles.

"Anywhere!" he grinned. "Your turn."

"Ok," she grinned back. "I'm just gonna change. Be back in a minute."

Without thinking she reached up and kissed his cheek before turning and racing toward the stairs. He froze in his place then turned to watch her bound up the stairs to the wardrobe before placing an entranced hand to his cheek where she'd kissed him. He gave a smirk before it turned to a grin as he turned back to the console to fly the TARDIS to their next adventure.

* * *

**A/N:** reviews?


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